<PAGE>

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

                                   FORM 10-QSB

(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)

                                  718-234-0404
                                  ------------
                (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, $0.01 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 July 13,
2004 WAS 23,980,667 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

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS
                             FOR THE QUARTERS ENDED
                          MAY 31, 2004 AND MAY 31, 2003

       Consolidated Balance Sheet                                 F-1 - F-2

       Consolidated Statement of Operations                       F-3

       Consolidated Statement of Stockholder's Deficit            F-4

       Consolidated Statement of Cash Flows                       F-5 - F-6

       Notes to Consolidated Financial Statements                 F-7 - F-8



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                             MAY 31, 2004 (UNAUDITED) AND FEB 29, 2004 (AUDITED)
--------------------------------------------------------------------------------

                                     ASSETS
                                                        MAY 31,     FEBRUARY 29,
                                                         2004           2004
                                                     ------------   ------------
                                                     (UNAUDITED) (AUDITED)
CURRENT ASSETS
Cash and cash equivalents                            $     2,377    $     2,864
Accounts receivables                                      25,611         29,730
Inventories                                               70,731         55,411
Prepaid expenses                                           5,911          5,261
                                                     ------------   ------------

         Total current assets                            104,630         93,266

FURNITURE AND EQUIPMENT, net                              22,060         32,329
INTANGIBLE ASSETS, net                                    48,257         52,559
RESTRICTED CASH                                            2,500          2,500
OTHER ASSETS                                               2,500          2,500
                                                     ------------   ------------

                  TOTAL ASSETS                       $   179,947    $   183,154
                                                     ============   ============

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

                                       F-1



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                        MAY 31, 2004 (UNAUDITED) AND FEBRUARY 29, 2004 (AUDITED)
--------------------------------------------------------------------------------

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                        MAY 31,     FEBRUARY 29,
                                                         2004           2004
                                                     ------------   ------------
                                                     (UNAUDITED) (AUDITED)

CURRENT LIABILITIES
     Short-term notes payable                        $ 1,538,676    $ 1,520,676
     Convertible promissory notes                        738,890        738,890
     Capital lease obligations                           143,369        146,369
     Accounts payable                                  1,623,395      1,610,190
     Accrued payroll and other expenses                1,026,308      1,026,551
     Accrued interest                                  1,333,367      1,277,754
                                                     ------------   ------------

              Total current liabilities                6,404,005      6,320,430
                                                     ------------   ------------
LONG TERM LIABILITIES

     Convertible promissory notes                         75,000         60,000
                                                     ------------   ------------

Total Liabilities                                      6,479,005      6,380,430
                                                     ------------   ------------

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, $0.01 par value
         100,000,000 shares authorized and
         19,920,667 shares issued and outstanding        199,208        187,708
     Common stock committed 1,304,240 shares,
      $0.01 par value                                     30,425         28,925
     Additional paid-in capital                       12,351,895     12,351,895
     Accumulated deficit                             (18,880,586)   (18,765,804)
                                                     ------------   ------------

              Total stockholders' deficit             (6,299,058)    (6,197,276)
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $   179,947    $   183,154
                                                     ============   ============

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

                                       F-2


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                      FOR THE THREE MONTHS ENDED MAY 31,2004 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2003 (UNAUDITED)
--------------------------------------------------------------------------------

                                              FOR THE THREE MONTHS ENDED MAY 31,

                                                         2004           2003
                                                     ------------   ------------
                                                     (UNAUDITED) (UNAUDITED)

NET SALES                                            $   197,281      $ 270,719

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

GROSS PROFIT                                             175,658        244,633
                                                     ------------   ------------
OPERATING EXPENSES
     Selling and marketing                                95,224        181,209
     General and administrative                          110,431        151,375
     Depreciation and amortization                         6,980         10,590
     Stock based compensation                              1,500             --
                                                     ------------   ------------

         Total operating expenses                        214,135        343,174
                                                     ------------   ------------

LOSS FROM OPERATIONS                                     (38,477)       (98,541)
                                                     ------------   ------------


OTHER EXPENSE
     Abandonment of Equipment                             (7,592)            --
     Non-cash interest charges                            (1,500)            --
     Interest expense                                    (67,213)       (71,863)
                                                     ------------   ------------

         Total other expense                             (76,305)       (71.863)
                                                     ------------   ------------

NET LOSS                                             $  (114,782)   $  (170,404)
                                                     ============   ============

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

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 financial statements.

                                       F-3


<PAGE>
<TABLE>
                                                                                                 MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                                                      AND SUBSIDIARY
                                                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                                 FOR THE THREE MONTHS ENDED MAY 31, 2004 (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                Common Stock                Common       Additional
                                       -----------------------------        Stock         Paid-In       Accumulated
                                            Shares          Amount        Committed       Capital         Deficit          Total
                                       -------------   -------------   -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
BALANCE, FEB 28, 2004                    18,770,667    $    187,708    $     28,925    $ 12,351,895    $(18,765,804)   $ (6,197,276)

Sale of common stock                      1,000,000          10,000                                                          10,000

Common Stock issued for:
    Legal Services                          150,000           1,500                                                           1,500

Common Stock committed for:
     Interest                                                                 1,500                                           1,500

NET Loss                                                                                                   (114,782)       (114,782)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, MAY 31, 2004 (UNAUDITED)    19,920,667    $    199,208    $     30,425    $ 12,351,895    $(18,880,586)   $ (6,299,058)
                                       =============   =============   =============   =============   =============   =============
</TABLE>

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

                                       F-4


<PAGE>



<PAGE>
<TABLE>
                                                         MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                              AND SUBSIDIARY
                                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 FOR THE THREE MONTHS ENDED MAY 31, 2004 AND
                                          FOR THE THREE MONTHS ENDED MAY 31, 2003 (UNAUDITED)
--------------------------------------------------------------------------------------------

<CAPTION>
                                                          FOR THE THREE MONTHS ENDED MAY 31,

                                                                    2004            2003
                                                               -------------   -------------
                                                                (UNAUDITED)
(UNAUDITED)
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                   $  (114,782)   $  (170,404)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                           6,980         10,590
              Abandonment of fixed assets                             7,591             --

      Common stock committed and issued for:
      Interest                                                        1,500             --
      Services                                                        1,500             --
     (Increase) decrease in:
         Accounts receivable                                          4,119         (10,091)
         Inventories                                                (15,320)          4,212
         Prepaid expenses                                              (650)         66,274
         Other assets                                                   --           (3,000)
      Increase (decrease)in:
         Due to related party                                            --          (1,665)
         Accounts payable                                            13,205          21,546
         Accrued payroll and other expenses                            (243)         25,101
         Accrued interest                                            55,613          53,963
                                                               -------------   -------------

Net cash provided by (used in) operating activities                 (40,487)         (3,474)
                                                               -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayment of capital lease obligations                          (3,000)         (3,000)
     Proceeds from issuance of common stock                          10,000
     Proceeds from issuance of notes payable                         33,000               --
                                                               -------------   -------------

Net cash provided (used in) by financing activities                  40,000          (3,000)
                                                               -------------   -------------
</TABLE>

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

                                       F-5


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      FOR THE THREE MONTHS ENDED MAY 31,2004 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2003 (UNAUDITED)

--------------------------------------------------------------------------------

                                                    FOR THE MONTHS ENDED MAY 31,

                                                         2004           2003
                                                     ------------   ------------
                                                     (UNAUDITED) (UNAUDITED)

Net increase (decrease) in cash and cash
  equivalents                                               (487)        (6,474)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               2,864          8,346
                                                     ------------   ------------
Cash and Cash Equivalent, END OF YEAR                $     2,377    $     1,872
                                                     ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION

     INTEREST PAID                                            --             --
                                                     ============   ============

     INCOME TAXES PAID                               $       910    $       910
                                                     ============   ============

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the three months ended May 31, 2004 the Company committed to issue
150,000 shares of common stock for $1,500 of legal services rendered.

During the three months ended May 31, 2004 the Company issued 150,000 shares of
common stock for $1,500 of interest expense incurred.




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

                                       F-6



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     FOR THE THREE MONTHS ENDED MAY 31, 2004 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2003 (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 principals 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.

NET LOSS PER SHARE

The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is
computed by dividing loss available to common stockholders by the
weighted-average number of commons shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. For the years ended February 29, 2004 and February
28, 2003, the Company incurred net losses; therefore, basic and diluted loss per
share are the same.

COMPREHENSIVE INCOME

The Company utilizes SFAS No. 130 "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income as defined includes
all changes in equity (net assets) during a period from non-owner sources.
Examples of items to be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments and unrealized
gains and losses on available-for-sale securities. Comprehensive income is not
presented in the Company's financials statements since the Company did not have
any of the items of comprehensive income in ay period presented.

                                       F-7

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     FOR THE THREE MONTHS ENDED MAY 31, 2004 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2003 (UNAUDITED)

--------------------------------------------------------------------------------

STOCKHOLDER'S EQUITY

STOCK OPTIONS

The Company uses APB Opinion No. 25 "Accounting for Stock Issued to Employees"
to calculate the compensation expense related to the grant of options to
purchase Common Stock under the intrinsic value method. Accordingly, the Company
makes no adjustments to its compensation expense or equity accounts for the
grant of options.

SUBSEQUENT EVENTS

Subsequent to May 31, 2004 the Company issued 1,500,000 shares of common stock
for consulting services.

Subsequent to May 31, 2004 the Company issued 300,000 shares of common stock for
legal services, 150,000 of which were previously committed.


                                       F-8



<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 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 $290,719 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 and marketing expenses were $95,224 in the 2004 Period compared
to $181,209 for the 2003 Period. The lower selling expense was a result of a
reduction of advertising expenses.

         General and administrative expenses were $110,431 in the 2004 Period
compared to $151,375 in the 2003 Period. The 2003 general and administrative
expenses include $65,450 write-off of prepaid expenses as a result of an
agreement with one of the Company's vendor to settle a claim against the Company
on a contract for minimum volume of reading programs which the Company
distributes.

         Interest expense was $67,213 in the 2004 Period compared to $71,863 the
2003 Period. The Company also had non-cash interest charges of $1,500 in the
2004 Period compared to -0- in the 2003 period.

         Net loss from operations before depreciation, amortization, interest
expense, non-cash interest charges and abandonment of fixed assets was $29,997
for the 2004 Period as compared to $87,951 for the 2003 Period. The net loss for
the 2003 period includes a $65,450 write-off of prepaid expenses as a result of
an agreement with one of the Company's vendor to settle a claim against the
Company on a contract for minimum volume of reading programs which the Company
distributes.

         Net Loss from operations was $114,782 in the 2004 Period compared to
$170,404 in the 2003 Period.

         In the first quarter , the Company continued its advertising campaign
and has been able to reduce its cost per lead and thereby increased its return
on investment.

         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.

         Net cash used in operating activity was $40,487 in the 2004 Period
compared to $3,474 in the 2003 Period.

         Net cash used in investing activities in the 2004 Period and 2003
Period was -0-.

         Net cash provided by financing activities was $40,000 for the 2004
Period compared to cash used by financing activities of $3,000 in the 2003
period.


                                       1

<PAGE>

         In December, 2001, the Company issued 500,000 shares of common stock
for services.

         In August 2002 the Company committed to issue 20,570 common shares in
satisfaction of $2,057 of interest charges.

         In November 2002 the Company committed to issue 10,760 common shares in
satisfaction of $1,076 of interest charges

         In February 2003, the Company committed to issue 500,000 common shares
in connection with the issuance of a 50,000 unsecured convertible promissory
note.

         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 reached payment agreements with certain of its vendors
relating to obligations in the aggregate amount of approximately $700,000. There
is no assurance that the Company's future revenues will be adequate to meet such
payment schedules. Moreover, the Company's revenues have not always been
sufficient to enable the Company to fully comply with these payment schedules.
However, The Company has been able to receive extensions of these schedules
where it has not been able to comply with the agreed schedules. In particular,
the Company came to a one-year agreement on February 3, 2003 with its largest
creditor who had received a judgment against the Company in November 2001 .
Accordingly, the creditor has agreed to take no action against the Company with
respect to its judgment so long as the Company is in compliance with its
agreement with the creditor. The company is currently in compliance of its
agreement with this creditor. Other creditors have given extensions in the form
of agreements on a periodic basis. There is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. The company presently makes scheduled payments to creditors
from operating cash flow. In addition, the Company has, from time to time,
obtained additional funding from investors, which have enabled it to make up
some of the shortages in the scheduled payments. Failure to cure a default in
payment schedules could result in the entry of a judgment against the Company.
The Company is in arrears for Federal and Unemployment for approximately,
$400,000, and $100,000 respectively. With regard to the Federal payroll tax 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 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 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.

         One of the Company's creditors has obtained a default judgment against
the Company for an amount of approximately $29,000. The complaint was entered on
February 2, 2003 in Civil Court, Kings County. The judgment was vacated in
April, 2004 in civil court, Kings County. The creditor still has a judgment
against the Company in Oklahoma and could bring another action in New York.


                                       2

<PAGE>

         Another creditor is suing the Company for $82,000. The complaint was
entered on February 6, 2003 in NY State Supreme Court and the creditor made a
motion for summary judgment. The Company answered to the complaint by denying
the claim. The creditor allowed the scheduled date to pass and the case was
removed from the courts schedule. On July 21, 2004 there is a motion scheduled
to restore the matter to the courts calendar. The Company has made a cross
motion to interpose an amended answer and to enter counterclaims.

         In May, 2004 the company was served with a lawsuit by a California law
firm which is suing the Company for $70,000 for unpaid legal bills. A case
management conference is scheduled for October 8, 2004 in the Superior Court
Alternative Dispute Resolution Center in San Francisco. The Company has retained
San Francisco counsel who has responded to the complaint on behalf of the
Company.

         As of February 2, 2000, the Company converted an account payable of
$135,500 due to its former accountants, Holtz Rubenstein & Co., LLP, into a
one-year Series B Note, in the principal amount of $135,500, bearing interest at
the rate of 10% PER ANNUM. As of February 2001, this note has expired and Holtz
Rubinstein & Co has received a judgment for $120,000. The complaint by Holtz
Rubenstein was entered April, 2001 in Supreme Court, Suffolk County.

         The Company continues to meet its working capital requirements through
debt and equity funding from outside sources and internally generated funds. In
February, 2003 the Company received $50,000 in funding and committed to issue
500,000 shares and issued a debenture in the amount of $50,000. In addition, the
Company may have increased capital requirements as it seeks to expand its
product lines and customized telemarketing 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 nor that the Company will be able to fund
internally its working capital requirements or meet its debt repayment
obligations. In the event that the Company is unable to secure additional
financing, it may be obligated to significantly reduce its operations and seek
to sell assets, which would have a material adverse affect on the Company's
prospects and financial results.

         The Company has received a report from its independent public
accountants, which has been filed with the Company's Annual Report on Form
10-KSB for the fiscal year ended February 29, 2004, that includes an explanatory
paragraph describing the uncertainty as to the ability of the Company's
operations to continue as a going concern.

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

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.


                           PART II. OTHER INFORMATION

ITEM 3.  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.

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<PAGE>

         The Company has reached payment agreements with certain of its vendors
relating to obligations in the aggregate amount of approximately $700,000. There
is no assurance that the Company's future revenues will be adequate to meet such
payment schedules. Moreover, the Company's revenues have not always been
sufficient to enable the Company to fully comply with these payment schedules.
However, The Company has been able to receive extensions of these schedules
where it has not been able to comply with the agreed schedules. In particular,
the Company came to a one-year agreement on February 3, 2003 with its largest
creditor who had received a judgment against the Company in November 2001 .
Accordingly, the creditor has agreed to take no action against the Company with
respect to its judgment so long as the Company is in compliance with its
agreement with the creditor. The company is currently in compliance of its
agreement with this creditor. Other creditors have given extensions in the form
of agreements on a periodic basis. There is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. The company presently makes scheduled payments to creditors
from operating cash flow. In addition, the Company has, from time to time,
obtained additional funding from investors, which have enabled it to make up
some of the shortages in the scheduled payments. Failure to cure a default in
payment schedules could result in the entry of a judgment against the Company.
The Company is in arrears for Federal and Unemployment for approximately,
$400,000, and $100,000 respectively. With regard to the Federal payroll tax 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 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 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.

         One of the Company's creditors has obtained a default judgment against
the Company for an amount of approximately $29,000. The complaint was entered on
February 2, 2003 in Civil Court, Kings County. The judgment was vacated in
April, 2004 in civil court, Kings County. The creditor still has a judgment
against the Company in Oklahoma and could bring another action in New York.

         Another creditor is suing the Company for $82,000. The complaint was
entered on February 6, 2003 in NY State Supreme Court and the creditor made a
motion for summary judgment. The Company answered to the complaint by denying
the claim. The creditor allowed the scheduled date to pass and the case was
removed from the courts schedule. On July 21, 2004 there is a motion scheduled
to restore the matter to the courts calendar. The Company has made a cross
motion to interpose an amended answer and to enter counterclaims.

         In May, 2004 the company was served with a lawsuit by a California law
firm which is suing the Company for $70,000 for unpaid legal bills. A case
management conference is scheduled for October 8, 2004 in the Superior Court
Alternative Dispute Resolution Center in San Francisco. The Company has retained
San Francisco counsel who has responded to the complaint on behalf of the
Company.


ITEM 2.  CHANGES IN SECURITIES

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

         During the year ended February 28, 2003, the Company committed to issue
163,920 shares of common stock for $13,517 of interest expense incurred.

         During the year ended February 28, 2003 the Company committed to issue
500,000 shares of common stock in connection with a convertible unsecured
promissory note of $50,000.

         During the year ended February 29,2004, the Company issued 645,000
shares of common stock that had been committed in the previous year.

         During the year ended February 29, 2004, the Company issued 325,000
shares of common stock for $3,250 of interest expense incurred.

         During the year ended February 29, 2004, the Company issued 150,000
shares of common stock for $1,500 of legal services incurred.

                                       4

<PAGE>

         During the three months ended May 31, 2004, committed to issue 150,000
shares of common stock for $1,500 of legal services incurred. Additionally, the
officer-director of the Company exercised 1,000,000 options of the company for
1,000,000 shares of common stock at $.01 per share.

         During the three months ended May 31, 2004, the Company issued 150,000
shares of common stock in connection with a convertible unsecured promissory
note of $15,000.

         In February 2003 the Company received $50,000 for the issuance of its
"C" unit, which includes a convertible, unsecured promissory note. The note
accrues interest at the rate of 10 percent per annum payable in cash upon
maturity, and the note is due in three years from the date of issuance. In
connection with the "C" unit, the Company has committed to issue to the investor
500,000 shares of unregistered common stock. The notes are convertible into
common stock at the lesser of:(i) $0.50 per share, or (ii) 50% of the average of
the closing bid price for the Common Stock during the five days immediately
preceding conversion. However, the notes may not be converted at a price of less
that $.10 per share. The Company received $10,000 during the year ended February
29, 2004 through the issuance of a second note due July, 2006 having the same
terms as the previous note described herein. The Company received $15,000 during
the three months ended May 31,2004 through the issuance of a note due March 18,
2007 having the same terms and conditions as the previous note described herein.

         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

         (b) REPORTS ON FORM 8-K - The Company did not file any Reports on Form
         8-K during the quarter ended May 31, 2004.


                                       5


<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: July 13, 2004                     By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer


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