<PAGE>

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


                                   Form 10-QSB


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


                 For the quarterly period ended August 31, 1997

                         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)                                       dentification No.)



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


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



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

State the number of shares outstanding of each of the issuer's common equity, as
of the latest practicable date: As of October 20, 1997 there were 17,413,297
shares of common stock outstanding.

                                      1

<PAGE>


                       Multi-Media Tutorial Services, Inc.


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                                                    PAGE NO.
PART I.
<S>                                                                                                                 <C>

ITEM 1.   Financial information

     Consolidated balance sheet as of August 31, 1997                                                                   3

     Consolidated statements of operations for the
        three months ended August 31, 1997 and 1996
        ant the six months ended August 31, 1997 and 1996                                                              4-5

     Consolidated statements of cash flows for the
         six months ended August 31, 1997 and 1996                                                                      6

     Notes to consolidated financial statements                                                                        7-9


ITEM 2.   Management's discussion and analysis of the
          financial condition and results of operations                                                               9-12


PART II.

     Other information                                                                                                 13

     Signature                                                                                                         14

</TABLE>
                                      2


<PAGE>

 PART I - FINANCIAL INFORMATION
 Item 1. Financial Statements

               MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET - UNAUDITED
                                 AUGUST 31, 1997

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                                     <C> 
CURRENT ASSETS:
    Cash and cash equivalents                                                           $      2,780
    Restricted short-term investments                                                        270,000
    Accounts receivable, net of allowance of $1,146,000                                    1,343,637
    Note receivable                                                                           26,250
    Inventories                                                                              139,040
    Deferred advertising expense                                                              91,055
    Prepaid expenses and other current assets                                                379,517
                                                                                        ------------
                                                                                           2,252,279

PROPERTY AND EQUIPMENT, NET                                                                  576,813
INTANGIBLE ASSETS, NET                                                                       393,824
NOTE RECEIVABLE                                                                              180,000
OTHER ASSETS                                                                                  21,420
                                                                                        ------------
                                                                                        $  3,424,336
                                                                                        ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                               $  1,706,003
    Accrued product returns                                                                   60,000
    Capital lease obligations                                                                145,713
    Notes payable (Note 2 and 4)                                                           1,525,000
                                                                                        ------------
                                                                                           3,436,716
                                                                                        ------------

LONG-TERM DEBT                                                                               200,000

STOCKHOLDERS' DEFICIT (Notes 2 and 3)
     Common stock $.01 par value, 20,000,000 shares authorized; 11,813,297 issued
     and outstanding                                                                         118,133
     Preferred stock, $.01 par value, 1,000,000 shares authorized; 13 issued and
     outstanding                                                                                   1
    Additional paid-in capital                                                             9,693,060
    Deficit                                                                              (10,023,574)
                                                                                         -----------

                                                                                            (212,380)
                                                                                         -----------  

                                                                                        $  3,424,336
                                                                                        ============
</TABLE>


                 See notes to consolidated financial statements.

                                      3

<PAGE>

               MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
                          THREE MONTHS ENDED AUGUST 31,

<TABLE>
<CAPTION>
                                                                      1997                1996
                                                                 ------------        ------------
<S>                                                              <C>                 <C>
NET SALES                                                        $    877,962        $  1,633,231

COST OF GOODS SOLD                                                    188,940             206,716
                                                                 ------------        ------------

GROSS PROFIT                                                          689,022           1,426,515
                                                                 ------------        ------------

COSTS AND EXPENSES
    Selling and marketing                                             858,521           1,688,734
    General and administrative                                        350,245             458,438
    Interest expense                                                   38,224              30,863
    Other (income) expense, net                                             0              (8,070)
                                                                 ------------        ------------

TOTAL COSTS AND EXPENSES                                            1,246,990           2,169,965
                                                                 ------------        ------------


NET (LOSS)                                                       $   (557,968)       $   (743,450)
                                                                 ============        ============

(LOSS) PER SHARE: (Note 5)

    Net (loss)                                                   $       (.05)       $       (.14)
                                                                 ============        ============

     Weighted average number of  common shares outstanding         10,631,075           5,140,181
                                                                 ============        ============
</TABLE>

                See notes to consolidated financial statements.

                                      4


<PAGE>

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

<TABLE>
<CAPTION>
                                                                    1997               1996
                                                                -----------        -----------
<S>                                                             <C>                <C>
NET SALES                                                       $ 1,882,079        $ 4,229,219

COST OF GOODS SOLD                                                  409,228            447,749
                                                                -----------        -----------

GROSS PROFIT                                                      1,472,851          3,781,470
                                                                -----------        -----------

COSTS AND EXPENSES
     Selling and marketing                                        2,334,715          3,732,822
     General and administrative                                     770,686            739,525
     Interest expense                                                81,694             49,354
     Other (income) expense, net                                          0            (25,165)
                                                                -----------        -----------

TOTAL COSTS AND EXPENSES                                          3,187,095          4,496,536
                                                                -----------        -----------

NET (LOSS)                                                      ($1,714,244)       ($  715,066)
                                                                ===========        ===========
(LOSS) PER SHARE:  (Note 4)

     Net (loss)                                                 $      (.20)       $      (.14)
                                                                ===========        ===========
     Weighted average number of common shares outstanding         8,422,186          4,995,070
                                                                ===========        ===========
</TABLE>

                 See notes to consolidated financial statements.

                                      5

<PAGE>

               MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                           SIX MONTHS ENDED AUGUST 31,
                                    (NOTE 6)

<TABLE>
<CAPTION>
                                                                 1997               1996
                                                             -----------        -----------
<S>                                                          <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES: 
  Net (loss)                                                 $(1,714,244)       $  (715,066)
                                                             -----------        -----------
   Adjustments to reconcile net (loss) from continuing
     operations to cash used in operating activities:
     Depreciation and amortization                               166,826            151,691
     Non-cash compensation and services                           39,164              9,483
     Changes in operating assets and liabilities:
        (Increase) decrease in assets:
           Restricted Cash                                       (10,979)                --
           Accounts receivable                                   327,227           (308,483)
           Inventories                                           149,205             14,910
           Deferred advertising                                  270,676            239,362
           Prepaid expenses and other current assets              (2,201)            31,973
           Other Assets                                                              (7,115)
           Increase (Decrease) in liabilities:
           Accounts payable and accrued expenses                  (7,496)           204,993
                                                             -----------        -----------
     Total adjustments                                           932,422            336,814
                                                             -----------        -----------
     Net cash used in operating activities                      (781,822)          (378,252)
                                                             -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                --            (49,933)
  Increase in intangibles                                        (10,322)           (36,057)
                                                             -----------        -----------
     Net cash used in investing activities                       (10,322)           (85,990)
                                                             -----------        -----------
CASH FLOW FROM FINANCING ACTIVITIES:
  Net proceeds from debt                                         725,000            440,000
  Proceeds from collection of note receivable                         --              5,833
  Net proceeds of notes payable                                       --            101,704
  Repayment of capital lease obligations                          (6,148)           (14,485)
  Net proceeds from stock issuance                                    --              2,091
  Repayment of notes payable                                    (200,000)           (34,350)
                                                             -----------        -----------
     Net cash provided by financing activities                   518,852            500,793
                                                             -----------        -----------
Net increase (decrease) in cash and cash equivalents            (273,292)            36,551
Cash and cash equivalents at beginning of period                 276,072             99,055
                                                             -----------        -----------
Cash and cash equivalents at end of period                   $     2,780        $   135,606

                                                             ===========        ===========
SUPPLEMENTAL DISCLOSURE FOR CASH FLOW
INFORMATION:
  Interest paid                                              $     2,718        $    16,073
                                                             ===========        ===========
  Income taxes paid                                          $         0        $         0
                                                             ===========        ===========
</TABLE>

                 See notes to consolidated financial statements.

                                        6

<PAGE>

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          FOR THE SIX MONTHS ENDED AUGUST 31, 1997 AND 1996 (UNAUDITED)

1.   Summary of significant accounting policies:

     Basis of quarterly presentation: The accompanying quarterly financial
     statements of Multi-Media Tutorial Services, Inc. and subsidiary (the
     "Company") have been prepared in conformity with generally accepted
     accounting principles and pursuant to the rules and regulations of the
     Securities and Exchange Commission ("SEC") and, in the opinion of
     management, reflect all adjustments, which are necessary to present fairly
     the results of operations for the period ended August 31, 1997.

     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 28,
     1997.

     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 1997.

2.   Convertible debt financing:

     In April 1996, the Company received gross proceeds of $500,000 from the
     issuance of convertible notes. The notes bear interest at 10% per annum and
     are due on December 31, 1997. The noteholders have the right to convert the
     principal and accrued interest into common shares of the Company at a price
     of (i) $1.2656 per share or (ii) 75% of the closing bid for the five
     trading days immediately preceding the conversion. If the noteholders have
     not converted at December 31, 1997, the Company has the right to compel
     conversion at $1.2656 per share. However, in the event of default, as
     defined, the Company will not have the right to compel conversion. The
     Company placed 909,090 shares of common stock into escrow for the benefit
     of the noteholders. During the 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.

3.   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
     (a) $.50 per share or (b) the price per share of the Company's Common Stock
     in its next offering of equity securities and in the event that the company
     has less than $2,000,000 in net liquid assets at September 30, 1997 the
     minimum Conversion Price shall be $.0625 per share. "Net liquid assets"
     shall mean cash, government insured instruments, and marketable

                                      7

<PAGE>

     securities minus liabilities, all as determined in accordance with
     generally accepted accounting principles. 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. The Company has also reached an agreement to convert the warrants
     into 371,875 shares of common stock. As of the date hereof, the Company
     received notice of $350,000 of convertible preferred to be converted into
     5,600,000 shares of common stock.

4.   Notes Payable:

     The Company arranged a six month short term loan that 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 2.2 million warrants
     exercisable at $1.50. Interest accrues at a rate of 8.0%. Warrants to
     acquire an additional 1,100,000 shares at $1.50 per share were issued on
     the 180th day of the loan. Since the Company's shares are no longer listed
     on the NASDAQ Small Cap Market, the exercise price is 75% of the market
     price. Certain lenders in this short term loan have agreed to extend the
     maturity date for 6 months or until the next significant equity offering.
     Several lenders were not prepared to extend and were therefore repaid. As
     of the date hereof a total of $200,000 has been repaid. The Company has
     reached an agreement to convert the warrants into 2,475,000 shares of
     common stock.

     In May and June 1997, the Company secured certain loans ("1997 Loans")
     which were used for working capital and for debt repayment. Lenders in
     these six-month loans received a promissory note bearing interest at 10%
     and shares of the Company's common stock. Upon an event of default in the
     repayment of the loans, the Company is obligated to issue shares of stock
     at a price of $.125 per share in an amount equal to the unpaid loan. As of
     the date hereof, the Company has received $425,000 towards the funding of
     these loans and is seeking further loans on these terms. In addition, the
     Company has received advances aggregating $475,000, of which $200,000 was
     received prior to February 28, 1997. Pursuant to an agreement on June 19,
     1997, the Company converted $250,000 of advances into 4,000,000 shares of
     common stock. The remaining $225,000 will convert to the same terms as the
     1997 loans.

     During August 1997, the Company received a $25,000 advance bearing interest
     at 10% per annum for working capital. As of the date hereof, the principal

     balance has been fully repaid.

5.   Income or Loss per share:

     Income or Loss per share amounts for the 1997 and 1996 periods were
     computed by dividing net income/(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 2, 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.

                                      8

<PAGE>

6.   Statements of Cash Flows:

     During the six months ended August 31, 1997, the Company converted $250,000
     of notes payable into 4,000,000 common shares (Note 4) and $100,000 of
     accounts payable and accrued expenses into 1,600,000 common shares.

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

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

     Results of Operations: Three months ended August 31, 1997 and 1996

     Net sales for the three months ended August 31, 1997 (the "1997 Period")
     were $877,962 compared to $1,633,231 in the three months ended August 31,
     1996 (the "1996 Period"). The decrease of $755,269 or 46% is attributable
     to the lack of capital to purchase direct response media time on a
     consistent basis. The decrease in sales is also partially the result of the
     curtailment of sales to customers on unsecured credit.

     Gross profit was $689,022 (78.5% of net sales) in the 1997 Period compared
     to $1,426,515 (87.3% of net sales) in the 1996 Period. The lower gross
     margin was the result of reduced sales prices. Additionally, the cost per
     product increased due to the lower volume of purchases.

     Selling and marketing expenses were $858,521 or 97% of net sales for the
     1997 Period compared to $1,688,734 or 103% of net sales for the 1996
     Period.

     General and administrative expenses were $350,245 or 40% of net sales in

     the 1997 Period compared to $458,438 or 28% of net sales in the 1996
     Period. The majority of the general and administrative expenses are fixed
     expenses. The decrease in net sales resulted in higher general and
     administrative expenses as a percentage of net sales.

     Interest expense was $38,224 in the 1997 Period compared to $30,863 in the
     1996 Period.

     Loss from Operations was $557,968 in the 1997 Period compared to a loss
     from operations of $743,450 in the 1996 Period. Net loss per share was
     $0.05 in the 1997 Period as compared to a net loss of $0.14 for the 1996
     Period, after effecting a 107% increase in the weighted average number of
     common shares outstanding.

Results of Operations:  Six months ended August 31, 1997 and 1996

     Net sales for the six months ended August 31, 1997 (the "1997 Period") were
     $1,882,079 compared to $4,229,219 in the six months ended August 31, 1996
     (the "1996 Period"). The decrease of $2,347,140 or 55.5% is primarily
     attributable to the lack of capital to purchase direct response media time
     on a consistent basis. The decrease in sales is also partially the result
     of the curtailment of sales to customers on unsecured credit.

     Gross profit was $1,472,851 (78.3% of net sales) in the 1997 Period
     compared to $3,781,470 (89.4% of net sales) in the 1996 Period. The lower
     gross margin was the result of reduced sales prices. Additionally, the cost
     per product increased due to the lower volume of purchases.

                                      9

<PAGE>

     Selling and marketing expenses were $2,334,715 or 124.0% of net sales for
     the 1997 Period compared to $3,732,822 or 88.3% of net sales for the 1996
     Period. Advertising was less effective in the 1997 Period as a result of
     insufficient capital to purchase media on a consistent and cost effective
     basis, as well as, a reduction in availability of such media. The resulting
     reduced volume resulted in higher selling and marketing costs as a
     percentage of net sales.

     General and administrative expenses were $770,686 or 40.9% of net sales in
     the 1997 Period compared to $739,525 or 17.5% of net sales in the 1996
     Period. However, during the 1996 Period, the Company benefited from the
     settlement with creditors of various general and administrative expenses.
     Additionally, the decrease in net sales resulted in higher general and
     administrative expenses as a percentage of net sales.

     Interest expense was $81,694 in the 1997 Period compared to $49,354 in the
     1996 Period as a result of increased debt balance in the current period.

     Net loss was $1,714,244 in the 1997 Period compared to a net loss of
     $715,066 in the 1996 Period. Net loss per share was $.20 in the 1997 Period
     as compared to a net loss of $.14 for the 1996 Period, after effecting a
     68.6% increase in the weighted average number of common shares outstanding.


     Liquidity and Capital Resources

     Working capital deficit at August 31, 1997 was $1,184,437 compared to
     working capital of $1,303 at February 28, 1997. The decrease in working
     capital was principally attributable to the decrease in net accounts
     receivable resulting from the curtailment of credit sales and increase in
     borrowings due to the losses generated in the quarter. The Company's cash
     and restricted cash decreased to $272,780 at August 31, 1997 from $535,093
     at February 28, 1997. Those amounts include $270,000 and $259,021 in
     restricted cash for the August 1997 and February 1997 dates, respectively.

     Net cash used in operations from continuing operations in the 1997 Period
     was $781,822 compared to $378,252 in the 1996 Period, due to a lower
     volume, losses, a decrease in accounts receivable, inventories and prepaid
     costs and a decrease in accounts payable and accrued expenses.

     Net cash used in investing activities in the 1997 Period was $10,322
     compared to $85,990 in the 1996 Period.

     Net cash provided by financing activities in the 1997 Period was $518,852
     which was primarily due to the net proceeds from the issuance of short term
     loans, compared to $500,793 in the 1996 Period, which included the net
     proceeds from the issuance of debt.

     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 shares of the Company's Common Stock a price of
     either (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 has placed 909,090 shares of common stock into escrow for the
     noteholders. During the fiscal 1997 $250,000 were converted into 341,897
     shares and 112,648 shares were canceled leaving 454,545 shares in escrow.

                                      10

<PAGE>

     The Company arranged a six month short term loan that 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 2.2 million warrants
     exercisable at $1.50. Interest accrues at a rate of 8.0%. Warrants to
     acquire an additional 1,100,000 shares at $1.50 per share were issuable on
     the 180th day of the loan. Since the Company's shares are no longer listed
     on the NASDAQ Small Cap Market, the exercise price is 75% of the market
     price. Certain lenders in this short term loan have agreed to extend the
     maturity date for 6 months or until the next significant equity offering.
     Several lenders were not prepared to extend and were therefore repaid. As
     of the date hereof a total of $200,000 has been repaid. The Company has

     reached an agreement to convert the warrants into 2,475,000 shares of
     common 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
     (a) $.50 per share or (b) the price per share of the Company's Common Stock
     in its next offering of equity securities and in the event that the company
     has less than $2,000,000 in net liquid assets at September 30, 1997 the
     minimum Conversion Price shall be $.0625 per share. "Net liquid assets"
     shall mean cash, government insured instruments, and marketable securities
     minus liabilities, all as determined in accordance with generally accepted
     accounting principles. 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. As of the date
     hereof, the Company received notice of $350,000 of convertible preferred to
     be converted into 5,600,000 shares of common stock. The Company has also
     reached an agreement to convert the warrants into 371,875 shares of common
     stock.

     The Company's educational telemarketing business is highly seasonal. Demand
     for its products tends to peak during the first and fourth fiscal quarters
     when school is in session. Demand is especially slow during the school
     vacation periods. This seasonality greatly affects the Company's
     advertising campaigns which must be timed to coincide with the annual
     periods when demand is traditionally high. The Company does not reserve
     advertising time in advance and purchases air time at the lowest possible
     rates. Consequently, its reservations are subject to last minute
     cancellation by the radio and television stations. In addition, as a result
     of the Company's dependence on the availability of media time, operating
     results can be negatively impacted by difficulty in purchasing cost
     effective media time. Although the Company has entered into certain
     ventures which may reduce the impact of seasonality on the Company's
     business, it will in all likelihood continue to experience a certain amount
     of seasonality in its operations.

     The Company continues to meet its working capital requirements through debt
     and equity funding from outside sources and internally generated funds. In
     addition, the Company may have increased capital requirements as it seeks
     to expand its product lines and customized telemarketing services. The
     Company also has investor loans and advances aggregating $1.725 million
     payable within the next twelve months. 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, Holtz Rubenstein & Co.,
     LLP, that includes an explanatory


                                      11

<PAGE>

     paragraph describing the uncertainty as to the ability of the Company's
     operations to continue as a going concern. In May and June 1997, the
     Company secured certain loans ("1997 Loans") which were used for working
     capital and for debt repayment. Lenders in these six-month loans receive a
     promissory note bearing interest at 10% and shares of the Company's common
     stock. Upon an event of default in the repayment of the loans, the Company
     is obligated to issue shares of stock at a price of $.125 per share in an
     amount equal to the unpaid loan. As of the date hereof, the Company has
     received $425,000 towards the funding of these loans and is seeking further
     loans on these terms. In addition, the Company has received advances
     aggregating $475,000, of which $200,000 was received prior to February 28,
     1997. Pursuant to an agreement on June 19, 1997, the Company converted
     $250,000 of advances into 4,000,000 shares of common stock. The remaining
     $225,000 will convert to the same terms as the 1997 Loans.

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

                                      12

<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     In August 1997 litigation commenced against Multi-Media Tutorial Services,
     Inc. by Stephen Investments Inc. The amount demanded by the plaintiff is
     $26,431.37 plus interest at the annual rate of 18% from June 15, 1997. The
     time to respond to the complaint has elapsed and the plaintiff may seek a
     default judgement.

     In August, 1997, Bozell Worldwide, Inc., a Delaware corporation ("Bozell"),
     in the business of providing advertising services and other services
     instituted an action against Multi-Media Tutorial Services, Inc. ("MMTS")
     and Video Tutorial Service, Inc. ("VTS") for the sum of $221,050.50 for
     breach of an agreement whereby Bozell would act as agent for MMTS and VTS
     in connection with the planning and placing of advertising materials.

     MMTS and VTS served a Verified Answer upon Bozell containing several
     counterclaims against Bozell for its failure to provide adequate
     advertising services.

     In September, 1997, Bozell moved for summary judgement against MMTS and
     VTS. The motion was returnable October 10, 1997 but an adjournment was
     requested on behalf of MMTS and VTS. MMTS and VTS are in the process of
     preparing a response to Bozell's motion for summary judgement.

Item 2.       Changes in Securities

              None

Item 3.       Defaults on Senior Securities
              None

Item 4.       Submission to a Vote of Security Holders

              The Company held a Special Meeting of Shareholders on June 13,
              1997 at which time the shareholders voted to:

                  1) effect a one-for-ten reverse stock split (3,581,022 votes 
                  for,  94,400 votes against),

                  2) increase the amount of authorized common shares, on a 
                  post split basis, to 20,000,000 shares with a par value of 
                  $.01 per share (3,554,922 votes for, 110,500 votes against),

                  3) change the Company's name to United Telemarketing 
                  Services, Inc. (3,668,822 votes for, 6,600 votes against.)

Item 5.       Other Information
              None

Item 6.       Exhibits and Reports on Form 8-K
              (a) None
              (b) None

                                      13

<PAGE>

     SIGNATURE






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




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




Date: October 20, 1997
     -----------------
                                          BY: /s/ Morris Berger
                                             ------------------------
                                              Morris Berger

                                             Chief Executive Officer

                                      14