<PAGE>

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

                                 FORM 10-QSB / A


Part II; Item 5. in this amendment No. 1, is amended to state that this 10-QSB
has been reviewed by an independent registered public accounting firm.


(MARK ONE)

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

For the quarterly period ended May 31, 2004

                                       OR

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

For the transition period from ______________ to _____________

                        Commission file number: 001-25758

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                       ----------------------------------
            (NAME OF SMALL BUSINESS ISSUER SPECIFIED IN ITS CHARTER)

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

                              1214 East 15th Street
                            Brooklyn, New York 11230
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-951-1383
                                  ------------
                (Issuer's telephone number, including area code)

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

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

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                     COMMON STOCK, $0.0001 PAR VALUE PER SHARE
                               REDEEMABLE WARRANTS
                               -------------------
                                (Title of Class)



<PAGE>


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

The number of shares outstanding of the issuer's Common Stock as of May 31, 2004
was 19,920,667 shares.

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

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



                                       ii

<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS (unaudited)

         Report of Independent Registered
         Public Accounting Firm                                   F-1

       Consolidated Balance Sheet                                 F-2

       Consolidated Statement of Operations                       F-3

       Consolidated Statement of Cash Flows                       F-4

       Notes to Consolidated Financial Statements                 F-5-6



<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and Board of Directors
Multi-Media Tutorial Services, Inc.



We have reviewed the accompanying consolidated balance sheet of Multi-Media
Tutorial Services, Inc. as of May 31, 2004, and the related consolidated
statements of operations, and cash flows for the three-month period ended May
31, 2004. These consolidated financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

The consolidated financial statements as of and for the three-months ended May
31, 2004 have been restated (See notes to consolidated financial statements).



                                                 /s/ Sherb & Co., LLP
                                                 Sherb & Co., LLP
                                                 Certified Public Accountants

New York, New York
September 6, 2005


                                       F-1


<PAGE>
                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                                    MAY 31, 2004
-------------------------------------------------------------------------------
                                                                     (Unaudited)
                                                                      (Restated)

ASSETS

CURRENT ASSETS
      Cash                                                         $      2,377
      Accounts receivable, less allowance for
         doubtful accounts of $33,000                                    25,611
      Inventories                                                        50,731
      Prepaid expenses                                                    5,411
                                                                   ------------
         Total Current Assets                                            84,130
                                                                   ------------

FURNITURE AND EQUIPMENT, net of depreciation                             22,060
INTANGIBLE ASSETS, net of amortization                                   48,257
OTHER ASSETS                                                              5,000
                                                                   ------------

                                                                   $    159,447
                                                                   ============

                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Notes payable                                                $  2,277,566
      Accounts payable and accrued expenses                           4,159,284
                                                                   ------------
         Total Current Liabilities                                    6,436,850
                                                                   ------------

LONG TERM LIABILITIES
      Convertible promissory notes                                       75,000

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
         19,920,667 shares issued and outstanding                         1,992
      Additional paid-in capital                                     12,559,611
      Accumulated deficit                                           (18,914,006)
                                                                   ------------
         Total Stockholders' Deficit                                 (6,352,403)
                                                                   ------------

                                                                   $    159,447
                                                                   ============


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


                                       F-2


<PAGE>


                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      FOR THE THREE MONTHS ENDED
-------------------------------------------------------------------------------

                                                    May 31,            May 31,
                                                     2004                2003
                                                 ------------      ------------
                                                 (Unaudited)        (Unaudited)
                                                 (Restated)

NET SALES                                        $    197,281      $    270,719

COST OF SALES                                          21,623            26,086
                                                 ------------      ------------

GROSS PROFIT                                          175,658           244,633

SELLING, GENERAL AND ADMINISTRATIVE                   221,727           343,174
                                                 ------------      ------------

LOSS FROM OPERATIONS                                  (46,069)          (98,541)

INTEREST EXPENSE                                       79,213            71,863
                                                 ------------      ------------

NET LOSS                                         $   (125,282)     $   (170,404)
                                                 ============      ============

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

WEIGHTED-AVERAGE SHARES OUTSTANDING                19,899,581        18,684,907
                                                 ============      ============




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

                                       F-3


<PAGE>
<TABLE>


                                                 MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                      AND SUBSIDIARY
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          FOR THE THREE MONTHS ENDED
------------------------------------------------------------------------------------

                                                               May 31,       May 31,
                                                                2004         2003
                                                              ---------    ---------
                                                             (Unaudited)  (Unaudited)
                                                             (Restated)
<S>                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                $(125,282)   $(170,404)
Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities
          Depreciation and amortization                           6,980       10,590
          Loss on abandonment of fixed assets                     7,592           --
          Common stock payment of:
              Interest                                           12,000           --
Changes in Operating Assets and Liabilities:
      Accounts receivable                                         4,119      (10,091)
      Inventories                                               (15,320)       4,212
      Prepaid expenses and other assets                            (650)      63,274
      Accounts payable and accrued expenses                      81,366       98,945
                                                              ---------    ---------
Net cash used in operating activities                           (29,195)      (3,474)
                                                              ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
      Repayment of capital lease obligations                     (3,000)      (3,000)
      Proceeds from issuance of notes payable                    33,000           --
                                                              ---------    ---------
Net cash provided by (used in) financing activities              30,000       (3,000)
                                                              ---------    ---------

Net increase (decrease) in cash                                     805       (6,474)

CASH, BEGINNING OF PERIOD                                         1,572        8,346
                                                              ---------    ---------

CASH, END OF PERIOD                                           $   2,377    $   1,872
                                                              =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      INTEREST PAID                                           $      --    $      --
                                                              =========    =========
      INCOME TAXES PAID                                       $      --    $     910
                                                              =========    =========

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Common stock issued in settlement of accounts payable
          and accrued expenses                                $  10,000    $      --
                                                              =========    =========


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

                                         F-4

</TABLE>
<PAGE>
                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                    MAY 31, 2004
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Multi-Media
Tutorial Services, Inc. (the "Company") have been prepared in accordance with
accounting principals generally accepted in the United States of America for
interim financial information and in accordance with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principals for complete financial
statements. In the opinion of management, all material adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended May 31, 2004
are not necessarily indicative of the results that may be expected for the year
ended February 28, 2005. The information contained in this Form 10-QSB should be
read in conjunction with the audited financial statements filed as part of the
Company's Form 10-KSB ending February 29, 2004.

GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principals generally accepted in the United States of
America which contemplate continuation of the Company as a going concern. The
Company incurred net losses of $125,282 during the three months ended May 31,
2004. In addition, the Company had an accumulated deficit of $18,914,006 and a
working capital deficit of $6,352,720 as of May 31, 2004. The Internal Revenue
Service has placed a tax lien on substantially all of the Company's assets as
the Company is in arrears on payments of payroll taxes approximating $500,000.
Management recognizes that the Company must generate additional resources and
the eventual achievement of sustained profitable operations. Management's plans
include obtaining additional capital through debt/equity financing and the
extension of existing debt. Management is also contemplating the implementation
of additional products. The consolidated financial statements do not include any
adjustments that might be necessary if the Company is not able to continue as a
going concern.

RECLASSIFICATIONS

Certain amounts in the prior year financial statements have been reclassified to
conform with the 2004 presentation.


NOTES PAYABLE

During the three months ended May 31, 2004, the Company issued a 10% convertible
note payable in 2006 for $15,000. This note is convertible into common stock at
the lesser of $0.50 or 50% of the average 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 $0.10 per share. The Company has
determined that there was no beneficial conversion feature with this note.

During the three months ended May 31, 2004, the Company issued a 10% unsecured
note payable for $18,000 payable on demand.

                                       F-5


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                    MAY 31, 2004
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------

RECENT ISSUANCES OF COMMON STOCK

During the three months ended May 31,2004 the Company issued 1,000,000
shares, valued at $.01 per share, as a cash less exercise of options in payment
for previously accrued services to the Company's officer.

An additional 150,000 shares, valued at $.08 per share, were issued in payment
of interest expense.

RESTATEMENT OF FINANCIAL STATEMENTS

The Company's financial statements have been restated, to reflect the correction
of an error relating to the recording of additional interest expense of $10,500,
related to the issuance of common stock for these shares. In addition, the
operating expenses have increased by $7,592 to reflect the reclassification of
loss on the abandonment of equipment, to conform to the presentation of the
statements of operation from the re-audit of the financial statements from the
year ended February 29, 2004. This re-audit occurred subsequent to May 31, 2004
and subsequent to the filing of the initial 10-QSB for the quarter then ended.
The balance sheet has been restated se well to reflect changes from the re-audit
of the year ended February 29, 2004. Such changes include a $20,000 reduction to
inventory, a $500 reduction to prepaid expenses, and a reduction of $2,420 to
accounts payable. These balance sheet changes, along with the $10,500 increase
in interest expense, has resulted in an increase of accumulated deficit by
$31,420.

The effect of this restatement is as follows:

                                                    Three Months Ended
                                                       May 31, 2004
                                               ----------------------------
                                                      As
                                                 Previously         As
                                                  Reported       Restated
                                               -------------  -------------

  Loss from operations                         $    (38,477)   $    (46,069)
  Net Loss                                     $   (114,782)   $   (125,282)
  Net loss per share - basic and diluted       $      (0.01)   $      (0.01)



                                       F-6

<PAGE>


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

         THIS REPORT, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
WHEN USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES"
AND SIMILAR EXPRESSIONS, AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THE FACTORS DISCLOSED IN THE
"RISK FACTORS" SECTION OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEARS ENDED FEBRUARY 28, 2005, FEBRUARY 29, 2004, AND FEBRUARY 28, 2003,
WHICH READERS OF THIS REPORT SHOULD CONSIDER CAREFULLY.

RESULTS OF OPERATIONS FOR THE FISCAL QUARTERS ENDED MAY 31, 2004 AND 2003.

         Net sales for the fiscal quarter ended May 31, 2004 (the "2004 Period")
were $197,281 compared to $270,719 in the fiscal quarter ended May 31, 2003 (the
"2003 Period"). In an effort to produce a superior return on investment (ROI)
from its advertising expenditures, in the current quarter, the Company modified
its criteria for the selection of media. The Company has been successful in
obtaining improved results from its advertising expenditure and continues to
seek new ways to maximize its advertising results.

         Gross profit was $175,658 in the 2004 Period compared to $244,633 in
the 2003 Period.

         Selling, general and administrative expenses were $221,727 in the 2004
Period compared to $343,174 for the 2003 Period. The lower selling, general and
administrative expenses was a result of a reduction of advertising expenses.

         Interest expense was $79,213 in the 2004 Period compared to $71,863 in
The 2003 Period.

         Net Loss decreased to $125,282 in the 2004 Period compared to $170,404
in the 2003 Period.

         The Company increased the number of our authorized shares of common
stock from 20,000,000 shares to 100,000,000 shares and decreased the par value
of our common stock and preferred stock to $0.0001 par value. This action was
approved on April 20, 2004 by our Board of Directors and effective May 24, 2004.
In addition, a majority of our issued and outstanding voting securities approved
the action by written consent in lieu of a special meeting in accordance with
the relevant sections of the Delaware General Corporation Law.

LIQUIDITY AND CAPITAL RESOURCES.

         The Company's cash and cash equivalents was $2,377 at May 31, 2004
compared to $1,872 at May 31, 2003.

         Net cash used in operating activities was $29,195 in the 2004 Period
compared to $3,474 in the 2003 Period.

         Net cash provided by financing activities was $30,000 for the 2004
Period compared to cash used by financing activities of $3,000 in the 2003
period.


<PAGE>

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 increase capital requirements as it seeks to expand its
product lines. 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is included in Note 2 to the
audited financial statements for the year ended February 28, 2005 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. GAAP. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. Critical accounting policies for us include revenue recognition.


ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures - As of May 31, 2004, the
Company carried out an evaluation, under the supervision and with the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded, except as
noted below, that the Company's disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the
Company's periodic filings with the Securities and Exchange Commission. We
believe that the deficiencies set forth below did not affect the accuracy of our
financial statements in this report.

The Company's independent registered accounting firm has advised management that
the following identified internal control deficiencies constitute a significant
deficiency in the Company's internal control.

A lack of persuasive evidence of management oversight and review as compensatory
control to address inadequate segregation of incompatible duties in certain
areas of revenue and expenditure transaction cycles.

Management is aware that there is a perceived lack of persuasive evidence of
management oversight and review in some areas. Measures are being taken to
include documentation of management oversight and review as part of the
appropriate functional procedures.

Other than as discussed above, such evaluation did not identify any change in
the Company's internal controls over financial reporting that occurred during
the quarter ended May 31, 2004 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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

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 is currently conforming to the schedule. 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.

The Company is subject to a claim for Federal and Unemployment Taxes for
approximately, $500,000 which the Company is disputing. With regard to the
Federal payroll tax the Company has received notice of a levy in the amount of
$83,448 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 is in the process of filing 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.


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

         Recent sales or unregistered securities:

         -        During the three months ended May 31, 2004 the Company issued
                  1,000,000 shares, valued at $.01 per share, as a cash less
                  exercise of options in payment for services to the Company's
                  officer.

         -        During the three months ended May 31, 2004 the Company issued
                  150,000 shares, valued at $.08 per share, in payment of
                  Interest expense.

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

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

         None.


<PAGE>

ITEM 5.  OTHER INFORMATION

         The Company is amending this report filed on Form 10-QSB due to the
fact that the 10-QSB for the quarter and three months ended May 31, 2004, as
initially filed on July 15, 2004 was reviewed by the Company's former auditor
who is not registered with the Public Company Accounting Oversight Board
("PCAOB"). In order to comply with the requirements of the Sarbanes-Oxley Act of
2002 and the PCAOB, the financial statements for the quarter and three months
ended May 31, 2004 have been reviewed by the Company's current auditors.


                  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A) EXHIBITS

         EXHIBIT
         NUMBER          DESCRIPTION OF EXHIBIT

         31       Certification of Chief Executive Officer and Chief Financial
                  Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a),
                  promulgated under C the Securities Exchange Act of 1934, as
                  amended.

         32       Certification of Chief Executive Officer and Chief Financial
                  Officer pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to C Section 906 of the Sarbanes-Oxley Act of 2002.





<PAGE>




                                   SIGNATURES

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

                                          MULTI-MEDIA TUTORIAL SERVICES, INC.

Date: September 6, 2005                     By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer