<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                     _______

                                    FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended May 31, 2008

                                       OR

[_]   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from __________ to __________

      Commission file number: 0-25758

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                    73-1293914
-------------------------------          ---------------------------------------
(State of Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

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


                                 (718) 951-2350
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filer  |_|                Accelerated filer          |_|

Non-accelerated filer    |_|                Smaller reporting company  |X|

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

There are 54,084,902 shares of common stock, par value $0.0001 per share, issued
and outstanding as of July 15, 2008.

Transitional Small Business Disclosure Format (check one): [_] Yes [X] No





<PAGE>

TABLE OF CONTENTS
-----------------

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION
Item 1.    Financial Statements                                              F-1
Item 2.    Management's Discussion and Analysis or Plan of Operation           2
Item 3.    Controls and Procedures                                             4

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

SIGNATURES                                                                     7













<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
                                     Assets
                                                                   May 31, 2008
                                                                   ------------
Current assets:

Cash                                                               $         --
Accounts receivable, less allowance for
 doubtful accounts of $8,231                                            125,196

Inventories                                                               1,459
Prepaid expenses                                                        109,281
                                                                   ------------
Total current assets                                                    235,936
                                                                   ------------
Furniture & equipment, net
                                                                         13,158

Intangible assets, net                                                   70,089

Other assets                                                             26,736
                                                                   ------------
Total assets                                                       $    345,919
                                                                   ============
                     Liabilities and Stockholders' Deficit
Current liabilities

Book overdraft                                                     $     32,488
Accounts payable and accrued expenses                                 4,501,189
Notes payable                                                         2,194,775
                                                                   ------------
Total current liabilities                                             6,728,452
                                                                   ------------
Long-term debt
Notes payable, net of discount of $190,727                              459,273
                                                                   ------------
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, $0.0001 par value; 100,000,000
  shares authorized; 54,084,902 shares issued and outstanding             5,408

Stock subscription receivable                                            (6,000)
Additional paid-in capital                                           15,486,419
Accumulated deficit                                                 (22,327,633)
                                                                   ------------
Total stockholders' deficit                                          (6,841,806)
                                                                   ------------
Total liabilities and stockholders' deficit                        $    345,919
                                                                   ============



The financial information presented herein has been prepared by management
without audit by independent certified public accountants.

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

                                       F-1





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

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

                                                    For the Three Months Ended
                                                              May 31,
                                                  -------------------------------
                                                     2008                2007
                                                  ------------       ------------



Net sales                                         $    151,973       $    179,742

Cost of sales                                           12,999             28,865
                                                  ------------       ------------

Gross profit                                           138,974            150,877

Selling, general and administrative expenses           346,928            457,921
                                                  ------------       ------------

Loss from operations                                  (207,954)          (307,044)
                                                  ------------       ------------

OTHER INCOME (EXPENSE)

Cancellation of Debt                                        --             46,174

Interest Expense                                       (93,844)          (127,291)
                                                  ------------       ------------

Total other expense                                    (93,844)           (81,117)
                                                  ------------       ------------


NET LOSS                                          $   (301,798)      $   (388,161)
                                                  ============       ============


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


WEIGHTED-AVERAGE SHARES OUTSTANDING                 53,687,763         44,703,004
                                                  ============       ============


The financial information presented herein has been prepared by management
without audit by independent certified public accountants.


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

                                      F-2





<PAGE>


MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
                                                       For the Three Months Ended
                                                                May 31,
                                                       -------------------------
                                                         2008            2007
                                                       ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                             $(301,798)      $(388,161)
Adjustments to reconcile net loss to net cash
  (used in) provided by operating activities
    Depreciation and amortization                          6,160           7,429
    Forgiveness of debt                                       --         (46,174)
    Amortization of prepaid contract for service           3,649          10,938
    Amortization of deferred compensation                 51,750           9,875
    Amortization of discount on debt                      26,250          57,351
    Stock based compensation                              25,578          99,378
    Common stock issued for:
     Services                                             33,349          58,500
Changes in Operating assets and Liabilities:
  Accounts receivable                                    (16,881)         13,750
  Inventories                                               (632)            671
  Prepaid expenses and other assets                        1,276         (40,229)
  Accounts Payable and accrued expenses                  108,251           8,826
                                                       ---------       ---------
Net cash used in operating activities                    (63,048)       (207,846)
                                                       ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of furniture and equipment                        (77)         (1,500)
  Increase in intangibles                                 (9,201)         (1,800)
                                                       ---------       ---------

Net cash used in investing activities                     (9,278)         (3,300)
                                                       ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of notes payable                     --         450,000
  Repayment of note payable                               60,000         (81,700)
  Cash deficit                                            12,326         (16,113)
                                                       ---------       ---------

Net cash provided by financing activities                 72,326         352,187
                                                       ---------       ---------


Net increase (decrease) in cash                               --         141,041

CASH, BEGINNING OF PERIOD                                     --              --
                                                       ---------       ---------
CASH, END OF PERIOD                                    $      --       $ 141,041
                                                       =========       =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  INTEREST PAID                                        $   1,856       $      --
                                                       =========       =========
  INCOME TAXES PAID                                    $      --       $      --
                                                       =========       =========

NON-CASH INVESTING AND FINANCING ACTIVITIES
  Common stock issued:
    With issuance of debt                              $      --       $ 236,250
                                                       =========       =========
    Deferred compensation paid in common stock         $      --       $  97,000
                                                       =========       =========
    Conversion of debt to common stock                 $      --       $  50,000
                                                       =========       =========

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.

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

                                       F-3
</TABLE>





<PAGE>


MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)
--------------------------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Multi-Media
Tutorial Services, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions to Form 10-Q under Article 8-03 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
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 month period
ended May 31, 2008 are not necessarily indicative of the results that are to be
expected for the year ended February 28, 2009. The information contained in this
Form 10-Q should be read in conjunction with the audited financial statements
filed as part of the Company's Form 10-KSB for the year ending February 29,
2008.

NOTE 2 - GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses and has an accumulated deficit of $22,327,633 and a
working capital deficiency of $6,841,806 at May 31, 2008. Also, the Internal
Revenue Service has placed a federal tax lien on substantially all of the
Company's assets as the Company is in arrears on payment of payroll taxes,
accrued prior to February 28, 2004 of approximately $500,000. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters include restructuring
its existing debt, settling its existing debt by issuing shares of its common
stock and raising additional capital through future issuance of stock and or
debentures. The accompanying consolidated financial statements do not include
any adjustments that might be necessary should the Company be unable to continue
as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

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

ESTIMATES

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

CASH AND CASH EQUIVALENTS

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

CONCENTRATION OF CREDIT RISK FOR CASH HELD AT BANKS

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

                                       F-4





<PAGE>


FAIR VALUE OF FINANCIAL INSTRUMENTS

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

STOCK BASED COMPENSATION

Effective March 1, 2006, the Company began recording compensation expense
associated with stock-based awards and other forms of equity compensation in
accordance with Statement of Financial Accounting Standards No. 123-R,
Share-Based Payment, ("SFAS 123R") as interpreted by SEC Staff Accounting
Bulletin No. 107. The Company adopted the modified prospective transition method
provided for under SFAS 123r and consequently has not retroactively adjusted
results from prior periods. The Company records expense over the vesting period
in connection with stock options granted. The compensation expense for
stock-based awards includes an estimate for forfeitures and is recognized over
the expected term of the award on a straight line basis.

As of May 31, 2008, there are 10,675,000 options with a weighted average
exercise price of $.043 and a weighted average remaining life of approximately
2-1/2 years, remaining outstanding and continue to be measured at the intrinsic
value over their remaining vesting period. Compensation expense in any given
period is calculated as the difference between total earned compensation at the
end of the period, less total earned compensation at the beginning of the
period. Compensation earned is calculated on a straight line basis over the
requisite service period for any given option award. When the stock options are
granted, the fair value of each option grant is estimated on the date of grant
using the Black-Scholes valuation model.


------------------------------- ------------------------------------------------
                                          For the Three Months Ended
                                                    May 31,
------------------------------- ----------------------- ------------------------
                                         2008                    2007
------------------------------- ----------------------- ------------------------
Risk free interest rate:                4.81%                    4.64%
------------------------------- ----------------------- ------------------------
Expected life (years):                    10                      10
------------------------------- ----------------------- ------------------------
Dividend rate:                            0%                      0%
------------------------------- ----------------------- ------------------------
Expected Volatility:                     268%                    271%
------------------------------- ----------------------- ------------------------

During the three months ended May 31, 2008 the Company granted options for
700,000 shares of the Company's common stock at an average price of $.03. These
options were valued with the use of the Black-Scholes valuation model. These
options are exercisable upon grant, and accordingly their entire value of
$25,578 has been expensed as a general and administrative expense for the three
months ended May 31, 2008. These options expire ten years from the date of
grant.

As of May 31, 2008, there is approximately $34,953 of total unrecognized
compensation costs related to granted stock options that are unvested. These
costs are expected to be recognized over a weighted average period of 2-1/2
years.


                                       F-5





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

NOTE 4 - NOTES PAYABLE

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

As of May 31, 2008, the Company maintained the following notes payable, current:

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

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

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

         In March 2007, one of these notes payable for $50,000 redeemed
         their note principal for a Series E note. Under the terms of the
         Series E note, the note holder upon issuance of Series E received 5
         shares of common stock for each $1 of debt, for a total of 250,000
         share of common stock. These shares have been valued at $31,250, and
         have been recorded as a discount on debt, that was to have been
         amortized and expensed as interest over the life of the debt, or
         until such time as the debt was converted. In addition, the Company
         recognized a beneficial conversion of $12,500 related to the Series
         E. As Series E are immediately convertible to common stock, this
         Series E was issued and convertible at a rate below market on the
         date of issuance of the Series E. The Series E debt is convertible
         at $.50 per share, or 50 percent of the average closing bid during
         the five trading days prior to the note holder giving notice of
         conversion, but not lower than $.10 per share. This Series E note,
         including accrued interest, was due and payable in March 2010. On
         the date of conversion from a demand note to a Series E note, the
         note holder converted the $50,000 Series E principal into 500,000
         shares of common stock valued at $0.10 per share or $50,000. The
         $31,250 discount on debt, plus the $12,500 beneficial conversion
         feature, was fully amortized, and recorded as an interest expense
         upon conversion of the Series E into common stock.                                    69,846
         --------------------------------------------------------------------------------------------

                                       F-6





<PAGE>


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

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

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

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

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

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

i)       8% notes, unsecured, payable on demand. These advances accrue
         interest based on an annualized rate of 8% per annum.                                  6,250
         --------------------------------------------------------------------------------------------

         Total notes payable, current                                                       2,194,775
         --------------------------------------------------------------------------------============
</TABLE>

As of May 31, 2008, the Company maintained the following notes payable,
long-term:

During the year ended February 28, 2008, the Company issued $650,000 of Series E
notes payable along with 3,250,000 shares of the Company's common stock value at
$315,000, which will be expensed as interest over the life of the debt, or until
such time as the debt is converted. These Series E notes payable have a three
(3) year life from the date of issuance. The debt is convertible at $.50 per
share or 50% of the average closing bid during the five (5) trading days prior
to the note holder giving notice of conversion, but not lower than $.10 per
share. As of May 31, 2008, the unamortized portion of the debt discount is
$459,273.


                                       F-7





<PAGE>

NOTE 5 - COMMON STOCK

For the three months ended May 31, 2008, the Company issued 1,111,620 shares of
common stock for services at an average price of $.03 per share. $33,349 of
expense was charged to operations.

For the three months ended May 31, 2007, the Company issued 1,900,000 shares of
common stock for services at an average price of $.097 per share. $183,500 of
expense was charged to operations.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS:

Consulting Agreements:
----------------------

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement.

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

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

The Company leases an approximate 1,400 square foot facility at 1214 East 15th
Street, Brooklyn, New York, which houses its telemarketing and other staff. This
lease, which currently calls for monthly rent of $2,500, expired in February,
2006. The company is currently leasing this facility on a month-to-month basis.

CONTINGENCIES:

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

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

During the year ended February 29, 2008, the Company and its subsidiary, the
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. The DOL is claiming a
predecessor/successor relationship between the Company and the Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that the Math Channel
currently is obligated to pay based on certain compensation for each employee.
The Company has retained Counsel to investigate and seek a resolution in this
matter. The accompanying financial statements do not reflect this potential
liability pending Counsel's attempt to resolve this matter.



                                       F-8





<PAGE>

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

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be,
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact included in this Report regarding the prospects of our industry
or our prospects, plans, financial position or business strategy, may constitute
forward-looking statements. In addition, forward-looking statements generally
can be identified by the use of forward-looking words such as "may," "will,"
"expect," "intend," "estimate," "foresee," "project," "anticipate," "believe,"
"plans," "forecasts," "continue" or "could" or the negatives of these terms or
variations of them or similar terms. Furthermore, such forward-looking
statements may be included in various filings that we make with the SEC or press
releases or oral statements made by or with the approval of one of our
authorized executive officers. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot assure
you that these expectations will prove to be correct. These forward-looking
statements are subject to certain known and unknown risks and uncertainties, as
well as assumptions that could cause actual results to differ materially from
those reflected in these forward-looking statements. Readers are cautioned not
to place undue reliance on any forward-looking statements contained herein,
which reflect management's opinions only as of the date hereof. Except as
required by law, we undertake no obligation to revise or publicly release the
results of any revision to any forward-looking statements. You are advised,
however, to consult any additional disclosures we make in our reports to the
SEC. All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained in this Report.

GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses and has an accumulated deficit of $22,327,633 and a
working capital deficiency of $6,841,806 at May 31, 2008. Also, the Internal
Revenue Service has placed a federal tax lien on substantially all of the
Company's assets as the Company is in arrears on payment of payroll taxes,
accrued prior to February 28, 2004 of approximately $500,000. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters include restructuring
its existing debt, settling its existing debt by issuing shares of its common
stock and raising additional capital through future issuance of stock and or
debentures. The accompanying consolidated financial statements do not include
any adjustments that might be necessary should the Company be unable to continue
as a going concern.


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2008 AND 2007.

Net sales for the three months ended May 31, 2008 were $151,973, compared to
$179,742 for the three months ended May 31, 2007. This decrease was due to
increased competition for internet advertising resulting in fewer advertising
opportunities. . Gross profit was $138,974 for the three months ended May 31,
2008, compared to $150,877 for the three months ended May 31, 2007. This
decrease was due to a decrease in net sales.

Selling, general and administrative expenses (SG&A) were $346,928 for the three
months ended May 31, 2008, compared to $457,921 for the three months ended May
31, 2007. This decrease was due to reduced advertising. In addition, the Company
reduced its managerial and sales overhead in order to increase efficiency.

There was no settlement of debt in the quarter ended May 31, 2008. During the
quarter ended May 31, 2007 the financials reflect a settlement for outstanding
debt with a creditor for less than the amount owed. The debt originally for
63,674 was settled for 17,500; the difference of $46,174 was forgiven. The
settlement amount was paid in July 2007.

Interest expense was $93,844 for the three months ended May 31, 2008 as compared
to $127,291 for the three months ended May 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES.

At May 31, 2008, the Company had a book overdraft of $32,488. During the quarter
ended May 31, 2008 the Company issued $60,000 worth of promissory notes payable.



                                       2





<PAGE>


The Company continues to suffer recurring losses and has an accumulated deficit
of approximately $22,327,633 and a working capital deficiency of approximately
$6,492,515 at May 31, 2008. In addition, the Internal Revenue Service has placed
a tax lien on substantially all of the Company's assets as the Company is in
arrears on payment of payroll taxes, accrued prior to February 28, 2004
approximating $500,000. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying financial
statements have been prepared assuming  that the Company will continue as a
going concern. Management's plans with respect to these matters include
restructuring its existing debt, raising additional capital through future
issuances of stock and/or equity, and finding sufficient profitable markets for
its products to generate sufficient cash to meet its business obligations. The
accompanying financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

The Company continues to meet its working capital requirements through debt and
equity funding from outside sources and internally generated funds. In addition,
the Company may have to incur increased capital expenditures as it seeks to
expand its product lines and tutorial services. In order to meet its current and
future cash requirements, the Company is in discussions to negotiate additional
debt and equity financing. There can be no assurance that any financing will be
successful or that the Company will be able to fund internally its working
capital requirements or meet its debt repayment obligations. In the event that
the Company is unable to secure additional financing, it 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 report of our independent registered auditors on our consolidated financial
statements for the years ended February 28, 2008 and February 29, 2007 contains
an explanatory paragraph, assuming that the Company will continue as a going
concern. The reports mentioned that we have incurred losses, have an accumulated
deficit and have a working capital deficiency. In addition the report mentioned
the on-going situation with the IRS regarding payroll taxes in arrears. This
report raised substantial doubt about our ability to continue as a going
concern. This report is not viewed favorably by analysts or investors and may
make it more difficult for us to raise additional debt or equity financing
needed to run our business.

The Company had a cash deficit of $32,488 as of May 31, 2008, compared to a bank
overdraft of $20,163 as of February 28, 2008 and cash of $141,041 as of May 31,
2007. This decrease in cash was due to the accumulated losses in previous
periods.

Net cash used in operating activities during the three months ended May 31, 2008
was $63,048, compared to net cash used in operating activities of $207,846 for
the three months ended May 31, 2007. This decrease was due to reduction in
overhead costs and in advertising costs.

Net cash used in investing activities during the three months ended May 31, 2008
was $9,278, compared to net cash used in investing activities of $3,300 for the
three months ended May 31, 2007. This increase of cash used was due to
additional expenditures relating to intangible assets.

Net cash provided by financing activities during the three months ended May 31,
2008 was $72,326, compared to net cash provided by financing activities of
$352,187 for the three months ended May 31, 2007. The decrease was due to a
reduction of proceeds received from issuance of notes payable.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is included in Note 2 to the
audited consolidated financial statements for the year ended February 28, 2008
in the Form 10-KSB. Management believes that the application of these policies
on a consistent basis enables us to provide useful and reliable financial
information about our operating results and financial condition. Our financial
statements and accompanying notes are prepared in accordance with U.S. Generally
Accepted Accounting Principles. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. These estimates and assumptions are
affected by management's application of accounting policies. Critical accounting
policies for us include revenue recognition.


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<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A.

ITEM 4.  CONTROLS AND PROCEDURES.

      (a)   Evaluation of Disclosure Controls and Procedures.

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

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

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

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

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

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

      (b) Changes in Internal Controls over Financial Reporting.

There were no changes in our internal controls over financial reporting during
the fiscal quarter covered by this Form 10-Q that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 4T. CONTROLS AND PROCEDURES

N/A

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<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

During the year ended February 29, 2008, the Company and its subsidiary, the
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. The DOL claimed there was a
predecessor/successor relationship between the Company and The Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that The Math Channel
currently is obligated to pay based on certain compensation for each employee.
The Company has retained legal counsel to investigate and seek a resolution in
this matter. The accompanying financial statements as of May 31, 2008 do not
reflect this potential liability pending legal counsel's efforts to resolve this
matter as legal counsel continues to pursue a resolution.

The Company had made a settlement with one of its creditors that had begun
litigation on January 6, 2000 in Superior Court, Judicial District of
Stanford/Norwalk, whereby it has settled a $235,000 claim for $190,000 with a
29-month payout schedule. The Company has paid approximately $30,000 in honor of
this settlement; however, since the creditor has not honored the terms of the
settlement agreement to activate and to provide upgrades of its software, the
Company has discontinued its schedule of payments. The creditor sued the Company
in the State of Connecticut but the court ruled that the creditor could not
proceed with the suit in the State of Connecticut. This case has not been
reopened by the creditor.

The Company has settled with its largest creditor to whom it owed approximately
$600,000. The creditor has settled for $150,000 with a four year payout
schedule. The Company has not conformed to the original schedule but has been
making periodic payments as per discussions with the creditor's counsel. The
original judgment that the creditor held against the Company was withdrawn.
However, the creditor has a stipulated judgment whereby in the event that the
Company defaults on its payments the creditor can obtain a judgment for the
remaining balance plus a penalty of $150,000. As of May 31, 2008, the creditor
had not sent the Company any notice of default which would allow the Company ten
days to cure before the creditor could file for a judgment.

The Company is subject to a claim for federal payroll and unemployment taxes for
approximately, $400,000, and $100,000, respectively, which the Company is
disputing. With regard to the federal payroll taxes, the Company has received
notice of a levy in the amount of $83,448.33 against 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 filed a 941c adjustment which should eliminate all or at least a
substantial portion of these tax arrears. It is doing so under advice of legal
counsel who specializes in payroll tax issues. There is no assurance that the
Company will be successful in resolving this dispute and having these liens
removed.


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<PAGE>

ITEM 1A. RISK FACTORS

Please see Part I, Item 2, Management's Discussion and Analysis under the
sub-heading "Going Concern". Such disclosure is incorporated by reference
herein.


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

During the quarter ended May 31, 2008, the Company issued the following
securities upon reliance on the exemption from registration afforded the Company
under Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"): 1,111,620 common shares for services rendered on behalf of the Company
valued at $0.03 per share. $33,348 was charged to operations

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         None.

ITEM 5.  OTHER INFORMATION.

Subsequent Events - None

ITEM 6. EXHIBITS.

No.:        Description:
------------------------

31.1  Certification of Chief Executive Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 2002

31.2  Certification of Chief Financial Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 2002

32.1  Certification of Chief Executive Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 2002

32.2  Certification of Chief Financial Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 2002



                                       6





<PAGE>



                                   SIGNATURES

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


                                        MULTI-MEDIA TUTORIAL SERVICES, INC.

Dated: July 15, 2008                    By: /s/ BARRY REICHMAN
                                        ----------------------------------------
                                        Barry Reichman
                                        Chief Executive Officer and Chief
                                          Financial Officer
                                        (Principal Executive Officer)
                                        (Principal Financial Officer)
                                        of Multi-Media Tutorial Services, Inc.




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