<PAGE>

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

                                   FORM 10-QSB/A

(Mark One)

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

For the quarterly period ended November 30, 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 11223
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-758-3807
                                  ------------
                (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 November 30,
2004 was 34,420,667 shares.

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

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



<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                   NOVEMBER 30, 2004 (UNAUDITED)
================================================================================
                                     ASSETS
                                  -------------
CURRENT ASSETS
Cash and cash equivalents                           $     16,420
Accounts receivable , less allowance of $33,000
for doubtful accounts                                     26,808
Inventories                                               38,011
Prepaid expenses                                           1,473
                                                    -------------

         Total current assets                             82,712

FURNITURE AND EQUIPMENT, net                              24,185
INTANGIBLE ASSETS, net                                    51,465
OTHER ASSETS                                               2,500
                                                    -------------

TOTAL ASSETS                                        $    160,862
                                                    =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Notes payable                                       $  2,138,879
Accounts payable and accrued expenses                  3,486,456
                                                    -------------
         Total  current liabilities                   5,625,335


NOTES PAYABLE AFTER ONE YEAR                             75,000
                                                    -------------
    Total Liabilities                                  5,700,335


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 and
         34,420,667 shares issued and outstanding           3,443
     Additional paid-in capital                        13,662,560
     Accumulated deficit                              (19,205,476)
                                                    -------------

              Total stockholders' deficit              (5,539,473)
                                                    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $    160,862
                                                    =============

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

                                        2

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
================================================================================

                                                 THREE MONTHS ENDED NOVEMBER 30,
                                                     2004               2003
                                                 -------------     -------------

NET SALES                                        $    231,539      $    186,306

COST OF SALES                                          26,830            15,099
                                                 -------------     -------------

GROSS PROFIT                                          204,709           171,207

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          205,454           215,832
                                                 -------------     -------------

LOSS FROM OPERATIONS                                     (745)          (44,625)

OTHER INCOME (EXPENSE):
 Cancellation of Debt                                      --            58,468
 Interest expense                                     (50,766)          (70,739)
                                                 -------------     -------------

 NET LOSS                                        $    (51,511)     $   ( 56,896)
                                                 =============     =============

BASIC AND DILUTED LOSS PER SHARE                 $      (0.00)     $      (0.00)
                                                 =============     =============

WEIGHTED AVERAGE SHARES OUTSTANDING                34,309,403        18,645,667
                                                 =============     =============

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

                                        3

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
================================================================================

                                                  NINE MONTHS ENDED NOVEMBER 30,
                                                     2004               2003
                                                 -------------     -------------


NET SALES                                        $    607,415      $    611,935

COST OF SALES                                         104,524            75,809
                                                 -------------     -------------

GROSS PROFIT                                          502,891           536,126

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          668,389           748,487
                                                 -------------     -------------

LOSS FROM OPERATIONS                                 (165,498)         (212,361)

OTHER INCOME (EXPENSE):
Cancellation of debt                                  485,305            58,468
Interest and finance expense                         (736,559)         (216,527)
                                                 -------------     -------------

NET LOSS                                         $   (416,752)     $   (370,420)
                                                 =============     =============

BASIC AND DILUTED LOSS PER SHARE                 $      (0.02)     $      (0.02)
                                                 =============     =============


WEIGHTED-AVERAGE SHARES OUTSTANDING                25,067,413        18,529,849
                                                 =============     =============

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

                                       4

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (UNAUDITED)
================================================================================
                                                            NINE MONTHS ENDED
                                                               NOVEMBER 30,
                                                           2004          2003
                                                         ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                            $(416,752)   $(370,420)
     Adjustments to reconcile net loss to net cash
         used in operating activities
     Depreciation and amortization                          20,999       31,770
     Abandonment of furniture and equipment                  7,591           --
     Common stock issued in payment of:
          Interest                                         432,100        1,000
          Services                                         190,800        1,500
     Changes in Operating Assets and Liabilities:
          Accounts receivable                                2,922        8,281
          Inventories                                       (2,600)       2,525
          Prepaid expenses and other assets                  5,788       61,496
          Accounts payable and accrued expenses           (519,648)     215,813
                                                         ----------   ----------
Net cash used in operating activities                     (278,800)     (48,035)
                                                         ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                    (7,540)          --
     Increase in intangibles                               (11,812)          --
                                                         ----------   ----------
Net cash used in investing activities                      (19,352)          --
                                                         ----------   ----------

 CASH FLOWS FROM FINANCING ACTIVITIES
     Bank overdraft                                             --       27,689
     Proceeds from issuance of notes payable               313,000       20,000
     Repayment of notes payable                                 --       (8,000)
                                                         ----------   ----------
Net cash provided by financing activities                  313,000       39,689
                                                         ----------   ----------
Net increase (decrease) in cash and cash equivalents        14,848       (8,346)

   CASH, BEGINNING OF YEAR                                   1,572        8,346
                                                         ----------   ----------
CASH, END OF YEAR                                        $  16,420    $      --
                                                         ==========   ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                       $      --    $      --
                                                         ==========   ==========
     INCOME TAXES PAID                                   $      --    $      --
                                                         ==========   ==========

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

                                        5

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   NOVEMBER 30, 2004 (UNAUDITED)
--------------------------------------------------------------------------------

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Multi-Media Tutorial Services, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principles 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 principles 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 months and nine months ended November 30, 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 generally accepted accounting principles which contemplate
continuation of the Company as a going concern. The Company incurred net losses
of $51,000 and $417,000 during the three months and nine months ended November
30, 2004. In addition, the Company had an accumulated deficit of $19,000,000 and
a working capital deficit of $5,500,000 as of November 30, 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 generated 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.

RECENT ISSUANCES OF COMMON STOCK

During the three months ended November 30,2004 the Company issued 100,000
shares, valued at $.06 per share, upon conversion of debt.

An additional 75,000 shares, valued at $.09 per share, were issued in payment of
legal services.



                                       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 29, 2004 AND 2003, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2004 AND 2003.

         Net sales for the three months ended November 30, 2004 were $231,539
compared to $186,306 in the three months ended November 30, 2003. This is a
result of the Company's having increased its sales force and the successful
transition.

         Gross profit was $204,709 in 2004 compared to $171,207 in 2003.

         Selling, general and administrative expenses was $205,454 in 2004
compared to $215,832 in 2003.

         Interest expense was $50,766 in 2004 compared to $70,739 in 2003.

         The 2003 figures include a cancellation of debt to a service provider
in the amount of $58,468 as a result of the settlement of the Company's
litigation in that year.

         Net loss decreased to $51,511 in 2004 compared to $56,896 in 2003.

        The Company has converted most of its product into CD Rom and DVD
format, so that its customers may choose between video, CD Rom and DVD. The
Company has initiated plans with its in-house computer software developers to
create interactive assessment diagnostics to complement its tutorial programs.
These diagnostics would help customers measure their students' progress in using
the Company's tutorials.

         The Company continues to advertise its programs in a direct marketing
campaign with favorable results. The Company plans to expand its procurement of
qualified leads and to expand its telesales staff.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2004 AND 2003.

         Net sales for the nine months ended November 30, 2004 were $ 607,415
compared to $611,935 in the nine months ended November 30, 2003.

         Gross profit was $502,891 in 2004 compared to $536,126 in 2003.

         Selling, general and administrative expenses decreased to $668,389 in
2004 compared to 748,487 in 2003. The Company continued to refine its
advertising strategies resulting in more cost effective advertising.
Furthermore, the Company was able to reduce its general and administrative
expenses by moving to a lower rent facility as well as by reducing telephone
expenses with a more efficient system.

         Cancellation of debt due to service providers in the amount of $485,305
was included in income in 2004 as compared to $58,468 in 2003. This resulted
from settlement of the Company's litigation in both years.

         Interest and finance expense was $736,559 in 2004 compared to $216,527
in 2003. The increase in interest and finance expense was related to the
issuance of the notes payable.

         Net loss was $ 416,752 in 2004 compared to $370,420 in 2003.


                                       7
<PAGE>


                        LIQUIDITY AND CAPITAL RESOURCES.

         The Company's cash  $16,420 at November 30, 2004 compared
to a bank overdraft of $27,689 in 2003.

         Net cash used in operations for the nine months ended November 30, 2004
was $278,800 compared to $48,035 for the nine months ended November 30, 2003.

         Net cash used in investing activities in the nine  months ended
November 30, 2004 was $19,352 compared to none in the nine months ended
November 30, 2003.

         Net cash provided from financing activities in the nine months ended
November 30, 2004 was $313,000 compared to $39,689 in the nine months ended
November 30, 2003.


                           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 towards
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 is in arrears for Federal and New York State Payroll taxes
for approximately, $400,000, and $100,000 respectively. It has received notice
from the Federal Government of various liens with regard to the above arrears.
The Company has filed a 941c adjustment which management believes will reduce a
substantial portion of these tax arrears. It is doing so under advise of legal
counsel who specializes in payroll tax issues. There is no assurance that the
Company will be successful in having these liens removed.

         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.

                                       8
<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE

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

                                       9


<PAGE>

ITEM 2.  CHANGES IN SECURITIES

         c.       RECENT SALES OF UNREGISTERED SECURITIES.
                  ---------------------------------------

         During the nine months ended November 30, 2004, the Company issued
100,000 shares of common stock for conversion of $7,000 of short term debt.

         During the nine months ended November 30, 2004, the Company issued
75,000 shares of common stock for $4,500 of services.

         During the nine months ended November 30, 2004, the Company issued
1,890,000 shares of common stock for $186,300 of services rendered.

         During the nine months ended November 30, 2004, the Company issued
4,780,000 shares of common stock for $432,100 of interest expenses incurred.

         During the nine months ended November 30, 2004, the Company issued
8,805,000 shares of common stock for conversion of $496,500 of debt.

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

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)        EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION OF EXHIBIT

3.1      Articles of Incorporation (1)

3.2      By-Laws (1)

31.1     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.

32.1     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.

-----------
(1)   Denotes previously filed exhibits which are incorporated herein by
reference to the correspondingly numbered exhibit in the Company's
Registration Statement on Form SB-2 (No. 33-88494) declared effective
April 13, 1995:


We hereby incorporate the following additional documents by reference: (a) our
Form 10-KSB for the year ended February 29, 2004 which was filed on June 1,
2004, for the year ended February 28, 2003, which was filed on July 15, 2003,
for, the year ended February 28, 2002, which was filed on June 13, 2002; and for
the year, ended February 29, 2001 which was filed on July 23, 2001; (b) our
Forms 10-QSB for the periods ended August 31, 2004 which was filed on October
20, 2004; May 31, 2004 which was filed on July 15, 2004; November 30, 2003 which
was filed on Februay 13, 2004; August 31, 2003 which was filed on November 18,
2003; May 31, 2003 which was filed on August 19, 2003; November 30, 2002 which
was filed on February 19, 2003; August 31, 2002 which was filed on November 12,
2002; May 31, 2002 which was filed on July 22, 2002; November 30, 2001 which was
filed on January 22, 2002; August 31, 2001 which was filed on November 14, 2001;
May 31, 2001 which was filed on July 23, 2001; November 30, 2000 which was filed
on January 22, 2001; August 31, 2000 which was filed on October 16, 2000; and
May 31, 2000 which was filed on July 17, 2000.





<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: January 26, 2005                   By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer