<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 August 31, 2001
                                       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.)

                   205 Kings Highway Brooklyn, New York 11223
                   ------------------------------------------
          (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 August 31,
2001 was 16,567,287 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 BALANCE SHEET
                          AUGUST 31, 2001 (UNAUDITED) AND FEB 29, 2001 (AUDITED)

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

                                     ASSETS

                                           AUGUST 31, 2001     FEBRUARY 28, 2001
                                          -----------------    -----------------
                                             (UNAUDITED)          (AUDITED)
CURRENT ASSETS
Accounts receivable                       $         34,820     $         45,867
Inventories                                         75,556               82,599
Prepaid income taxes                                 3,453                3,470
Prepaid expenses                                    70,687               70,101
Due from related party                                   -                1,426
                                          -----------------    -----------------

         Total current assets                      184,516              203,463

FURNITURE AND EQUIPMENT, NET                        74,440              100,384
INTANGIBLE ASSETS, NET                             142,274              175,075
RESTRICTED CASH                                     10,000               10,000
OTHER ASSETS                                        21,420               21,420
                                          -----------------    -----------------

                  TOTAL ASSETS            $        432,650     $        510,342
                                          =================    =================



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

                                       1
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                     AUGUST 31, 2001 (UNAUDITED) AND FEBRUARY 29, 2001 (AUDITED)

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


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                           AUGUST 31, 2001     FEBRUARY 28, 2001
                                          -----------------    -----------------
                                             (UNAUDITED)           (AUDITED)

CURRENT LIABILITIES
     Book overdraft                       $         54,238     $         64,442
     Short-term notes payable                    1,467,176            1,430,676
     Convertible promissory notes                  761,190              761,190
     Capital lease obligations                     161,379              180,000
     Due to related party                            1,214                    -
     Accounts payable                            1,581,045            1,393,356
     Accrued payroll and other expenses            293,214              328,486
     Accrued interest                              757,585              656,199
                                          -----------------    -----------------


Total liabilities                                5,077,041            4,814,349
                                          -----------------    -----------------

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
         20,000,000 shares authorized and
         16,567,287 shares issued and
         outstanding                               165,674              164,574
     Common stock committed, $0.01 par value        46,540               25,920
     Additional paid-in capital                 12,262,466           12,260,266
     Accumulated deficit                       (17,119,071)         (16,754,767)
                                          -----------------    -----------------

              Total stockholders' deficit       (4,644,391)          (4,304,007)
                                          -----------------    -----------------

TOTAL LIABILITIES AND STOCKHOLDERS'
 DEFICIT                                  $        432,650     $        510,342
                                          =================    =================

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


                                       2
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                   FOR THE THREE MONTHS ENDED AUGUST 31,2001 AND
                          FOR THE THREE MONTHS ENDED AUGUST 31, 2000 (UNAUDITED)

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

                                          FOR THE THREE MONTHS ENDED AUGUST 31,

                                                  2001               2000
                                          -----------------    -----------------
                                              (UNAUDITED)         (UNAUDITED)

NET SALES                                 $        416,838     $        429,215

COST OF SALES                                       11,653               10,151
                                          -----------------    -----------------

GROSS PROFIT                                       405,185              419,064
                                          -----------------    -----------------

OPERATING EXPENSES
     Selling and marketing                         230,837              260,656
     General and administrative                    251,986              267,461
     Depreciation and amortization                  31,424               54,786
                                          -----------------    -----------------

         Total operating expenses                  514,247              582,903
                                          -----------------    -----------------

LOSS FROM OPERATIONS                              (109,062)            (163,839)
                                          -----------------    -----------------

OTHER EXPENSE
     Non-cash interest charges                      (4,574)              (4,074)
     Interest expense                              (68,030)             (81,016)
                                          -----------------    -----------------
         Total other expense                       (72,604)             (85,090)
                                          -----------------    -----------------

NET LOSS                                  $       (181,666)    $       (248,929)
                                          =================    =================

BASIC LOSS PER SHARE                      $          (0.01)    $          (0.02)
                                          =================    =================
DILUTED LOSS PER SHARE                    $          (0.01)    $          (0.02)
                                          =================    =================

WEIGHTED  AVERAGE SHARES OUTSTANDING            16,965,847            13,410,487
                                          =================    =================

   The accompanying notes are an integral part of these financial statements.
                                       3
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                     For the Six months Ended August 31,2001 and
                            For the Six Months Ended August 31, 2000 (unaudited)

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

                                            FOR THE SIX MONTHS ENDED AUGUST 31,

                                                  2001               2000
                                          -----------------    -----------------
                                              (UNAUDITED)        (UNAUDITED)

NET SALES                                 $        913,573     $        954,470

COST OF SALES                                       26,693               92,638
                                          -----------------    -----------------

GROSS PROFIT                                       886,880              861,832
                                          -----------------    -----------------

OPERATING EXPENSES
     Selling and marketing                         493,147              515,218
     General and administrative                    533,930              500,085
     Depreciation and amortization                  62,884              106,786
     Stock-based compensation                       10,500               36,250
                                          -----------------    -----------------

         Total operating expenses                1,100,461            1,158,339
                                          -----------------    -----------------

LOSS FROM OPERATIONS                              (213,581)            (296,507)
                                          -----------------    -----------------

OTHER EXPENSE
Non-cash interest charges                          (13,420)            (361,982)
Interest expense                                  (137,303)            (180,925)
                                          -----------------    -----------------
         Total other expense                      (150,723)            (542,907)
                                          -----------------    -----------------

NET LOSS                                  $       (364,304)    $       (839,414)
                                          =================    =================

BASIC LOSS PER SHARE                      $          (0.02)    $          (0.07)
                                          =================    =================

DILUTED LOSS PER SHARE                    $          (0.02)    $          (0.07)
                                          =================    =================

WEIGHTED-AVERAGE SHARES OUTSTANDING             17,182,436            11,638,059
                                          =================    =================


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

                                       4
<PAGE>
<TABLE>

                                                                                                  MULTIMEDIA TUTORIAL SERVICES, INC
                                                                                                                     AND SUBSIDIARY
                                                                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                                FOR THE SIX MONTHS ENDED AUGUST 31, 2001 (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, 2001                     16,457,287    $   164,574    $     25,920    $ 12,260,266    $(16,754,767)   $ (4,304,007)
ISSUANCE OF COMMON STOCK FOR
      Interest                               110,000          1,100                          2,200                            3,300
Common stock committed for
      Services                                                               10,500                                          10,500
      Interest                                                               10,120                                          10,120

NET Loss                                                                                                   (364,304)       (364,304)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, MAY 31, 2001 (UNAUDITED)    16,567,287    $    165,674    $     46,540    $ 12,262,466    $(17,119,071)   $ (4,644,391)
                                       =============   =============   =============   =============   =============   =============
</TABLE>

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


                                       5
<PAGE>
<TABLE>

                                                                                MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                                     AND SUBSIDIARY
                                                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                       FOR THE SIX MONTHS ENDED AUGUST 31, 2001 AND
                                                                FOR THE SIX MONTHS ENDED AUGUST 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                 FOR THE SIX MONTHS ENDED AUGUST, 31

                                                                                      2001               2000
                                                                                ----------------    ----------------
                                                                                  (UNAUDITED)         (UNAUDITED)

<S>                                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                   $      (364,304)     $     (839.414)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                                              62,884             106,786
              Below-market conversion feature of convertible debt                             -             357,908
              Common stock committed and issued for interest                             10,500               4,074
              Common stock issued for services                                                -              17,500
              Stock options issued for services                                               -              18,750
              Common stock committed and issued for interest                             13,420                   -
     (Increase) decrease in
         Restricted cash                                                                      -               35,000
         Accounts receivable                                                             11,047               11,162
         Inventories                                                                      7,043                2,520
         Prepaid expenses and other assets                                                 (569)             (10,016)
     Increase (decrease) in
         Due to related party                                                             2,640              (51,600)
         Accounts payable                                                               187,689             (106,603)
         Accrued payroll and other expenses                                             (35,272)             (40,402)
         Accrued interest                                                               101,386              107,553
                                                                                ----------------     ----------------

Net cash used in operating activities                                                   (3,536)             (386,782)
                                                                                ----------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                                                 (3,839)              (7,003)
     Increase in intangibles                                                               (300)             (30,331)
                                                                                ----------------     ----------------
Net cash used in investing activities                                                    (4,139)             (37,334)
                                                                                ----------------     ----------------
CASH FLOWS FROM FINANCING ACTIVITIES

     Repayment of capital lease obligations                                             (18,621)                   -
     Proceeds from issuance of notes payable                                             36,500              437,500
     Repayment of notes payable                                                               -              (14,000)
                                                                                ----------------     ----------------
Net cash provided by (used in) financing activities                                      17,879              423,500
                                                                                ================     ================

                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       6
<PAGE>
<TABLE>

                                                                                                     AND SUBSIDIARY
                                                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                        FOR THE SIX MONTHS ENDED AUGUST 31,2001 AND
                                                                FOR THE SIX MONTHS ENDED AUGUST 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                 FOR THE SIX MONTHS ENDED AUGUST 31,

                                                                                      2001               2000
                                                                                ----------------    ----------------
                                                                                   (UNAUDITED)        (UNAUDITED)

<S>                                                                             <C>                 <C>
Net increase (decrease) in cash and cash equivalents                            $        10,204    $          (616)

CASH AND CASH EQUIVALENTS (BOOK OVERDRAFT), BEGINNING OF
     YEAR                                                                               (64,442)           (46,692)
                                                                                ----------------   ----------------

Cash and Cash Equivalent
(BOOK OVERDRAFT), END OF YEAR                                                   $       (54,238)   $       (47,308)
                                                                                ================   ================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                                              $        35,917    $        73,791
                                                                                ================   ================

     INCOME TAXES PAID                                                          $           910    $         6,400
                                                                                ================   ================
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the six months ended August 31,2001, the Company committed to issue
451,196 shares of common stock for $20,620 of consulting services rendered and
interest expense incurred.

During the six months ended August 31,2001, the Company issued 110,000 shares of
common stock for $3300 of financing costs.


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


                                       7
<PAGE>


                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE SIX MONTHS ENDED AUGUST 31,2001 AND
                            FOR THE SIX MONTHS ENDED AUGUST 31, 2000 (UNAUDITED)

--------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (CONTINUED)

During the six months ended August 31, 2000, the Company converted $513,361 of
notes payable into 5,733,611 shares of common stock.

During the six months ended August 31, 2000 the Company issued 150,000 shares of
common stock for $21,000 of consulting services. $10,500 of consulting services
were rendered during the six months ended August 31, 2000 and $10,500 of the
consulting services rendered in the prior year.

During the six months ended August 31, 2000, the Company issued 433,333 shares
of common stock for $65,000 of services.

During the six months ended August 31,2000, the Company issued 52,000 shares of
common stock for $13,000 services.

During the six months ended August 31,2000, the Company issued 20,000 shares of
common stock for $7,000 of consulting services.

During the six months ended August 31, 2000, the Company issued 40,740 shares of
common stock for $4,074 of interest.


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


                                       8
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    FOR THE SIX MONTHS ENDED AUGUST 31, 2001 AND
                            FOR THE SIX MONTHS ENDED AUGUST 31, 2000 (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 and six month period ended August 31, 2001 are
not necessarily indicative of the results that may be expected for the year
ended February 28, 2002. 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 28, 2001.

GOING CONCERN ISSUES

The Company has received a report from its independent auditors that includes an
explanatory paragraph describing the Company's uncertainty to continue as a
going concern. These consolidated financial statements contemplate the ability
to continue as such and do not include any adjustments that might result from
this uncertainty.

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 28, 2001 and February
29, 2000, 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 any period presented.



                                       9
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    FOR THE SIX MONTHS ENDED AUGUST 31, 2001 AND
                            FOR THE SIX MONTHS ENDED AUGUST 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------

STOCKHOLDER'S EQUITY

During the first six months ended August 31, 2001, the Company committed to
issue 451,196 common shares for $20,620 of consulting services rendered and
interest expense incurred.

In addition, the Company issued 110,000 shares of common stock for financing
costs valued at $3300.

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. The Company granted options for the period ended August 31,
2001.

In March 2000, the Company granted 150,000 options for consulting services
valued at $10,500 at an exercise price of $0.25.

FACTOR AGREEMENT

During the three months ended August 31,2000 the Company factored and financed
$206,732 of sales. Pursuant to the factoring agreement the Company sells without
recourse its trade receivables of specific telemarketing accounts. The factor
advances the Company funds before the due date of the trade receivables. The
factored sales and advances bear interest at 8 1/2% of the sale. For the three
months ended August 31, 2001 the Company incurred $46,037 of charges.


                                       10
<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, 2000 AND 1999, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

         RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 2001 AND
2000. Net sales for the fiscal quarter ended August 31, 2001 (the "2001 Period")
were $416,838 compared to $429,215 in the fiscal quarter ended August 31, 2000
(the "2000 Period").

         Gross profit was $405,185 in the 2001 Period compared to $419,064 in
the 2000 Period.

         Selling and marketing expenses were $230,837 in the 2001 Period
compared to $260,656 for the 2000 Period.

         General and administrative expenses were $251,986 in the 2001 Period
compared to $267,461 in the 2000 Period.

         Depreciation and amortization decreased to $31,424 in the 2001 period
from $54,786 in the 2000 period. This decrease was due to certain assets being
fully depreciated in the prior year.

         Interest expense was $68,030 in the 2001 Period compared to $81,016 in
the 2000 Period. The Company also incurred non-cash interest expense of $4574 in
the 2001 period and $4074 in the 2000 period relating to stock issued for
interest charges.

         Net loss from operations before depreciation and amortization
 was $77,638 for the 2001 Period as compared to $109,053 for the 2000 Period.

         Net Loss from operations was $181,666 in the 2001 Period compared to
$248,929 in the 2000 Period.

         Due to the weakening of the national economy, advertising softness
created advertising inventory available to the Company on a guaranteed return
basis for its Math Made Easy products. Beginning in June, 2001 the Company has
bought primary positions on a leading search engine where it has been able to
procure cost-effective leads for its Math Made Easy programs.

         The Company expects to be able to find a plethora of conventional
direct response advertising opportunities which will be available for the
current school year subject to the availability of additional funding, The
Company plans on rolling out a national radio campaign on behalf of its Math
Made Easy products. The Company is also actively working with its e-commerce
website to test different offers and marketing strategies.

         The Company has maintained its teleservicing division which specializes
in sales and customer service for third party accounts. The Company has
undertaken an increased focus on attracting new teleservicing accounts through
senior management's direct involvement and initiative. In October, 2001 the
Company took on several new accounts relating to sales calls and customer
service.

                                       11
<PAGE>

         RESULTS OF OPERATIONS FOR THE SIX (6) MONTHS ENDED AUGUST 31, 2001 AND
2000. Net sales for the six (6) months ended August 31, 2001 (the "2000 Period")
were $913,573 compared to $954,470 in the six (6) months ended August 31, 2000
(the "2000 Period").

         Gross profit was $886,880 in the 2001 Period compared to $861,832 in
the 2000 Period.

         Selling and marketing expenses were $493,147 in the 2001 Period
compared to $515,218 for the 2000 Period.

         General and administrative expenses were $533,930 in the 2001 Period
compared to $500,085 in the 2000 Period.

         Interest expense was $137,303 in the 2001 Period compared to $180,925
in the 2000 Period. The Company also had non-cash interest charges of $13,420 in
the 2001 Period compared to $361,982 in the 2000 Period. The non-cash interest
charges related to the below market conversion features of certain convertible
promissory notes issued by the Company and issuance of stock for interest
charges.

         Depreciation and amortization decreased to $62,884 in the 2001 Period
from $106,786 in the 2000 Period. This decrease was due to certain assets being
fully depreciated during the prior year.

         Stock based compensation was $10,500 in the 2001 Period compared to
$36,250 in the 2000 Period.

         Net Loss from operations before depreciation and amortization was
$150,967 for the 2001 period compared to $189,271 for the 2000 period.

         Net loss from operations was $364,304 in the 2001 Period compared to
$839,414 in the 2000 Period.

                                       12
<PAGE>


         LIQUIDITY AND CAPITAL RESOURCES.  The Company did not have any cash,
 other than restricted cash, at August 31, 2001.

         Net cash used in operations in the 2001 Period was $3,536 compared to
$386,782 in the 2000 Period.

         Net cash used in investing activities in the 2001 Period was $4,139
compared to $37,334 in the 2000 Period.

         Net cash provided from financing activities in the 2001 Period was
$17,879, compared to $423,500 in the 2000 Period.

         As of May 24, 1999, the Company effected a reverse split of its issued
and outstanding Common Stock on a one-for-ten basis.

         In April 1996, the Company received gross proceeds of $500,000 from the
issuance of convertible notes. The notes bear interest at 10% per annum and an
accelerated rate of 17% per annum beginning April 17, 1997. The noteholders have
the right to convert the principal and accrued interest into common shares of
the Company at a price of (i) $1.2656 per share or (ii) 75% of the closing bid
for the five trading days immediately preceding the conversion. In the event of
default, as defined, the Company will not have the right to compel conversion.
The Company placed 909,090 shares of common stock into escrow for the benefit of
the noteholders. During the nine months ended November 30, 1996, $250,000 was
converted into 34,190 shares and $250,000 of principal remain outstanding and
are currently due and payable. As a result of the conversion, 45,455 shares
remained in escrow.

         In May and June 1997, the Company secured approximately $350,000 of
loans ("1997 Loans"), which were used for working capital and for debt
repayment. As of June 9, 2000, the noteholders had converted all of the loans
into 5,200,000 shares of Common Stock, including 1,600,000 shares of Common
Stock issued in the fiscal quarter ended May 31, 2000.

         The Company has received advances aggregating $375,000, which bear
interest at the rate of 10% per year, and are currently due and payable.

         In December, 1999 the Company entered into a consulting agreement with
a software consulting firm. The consultants were to develop a web site and a CD
Rom program. The agreement was valued at $130,000 and called for an initial fee
of $65,000 with $65,000 due upon completion. Pursuant to the agreement, the
Company will pay all fees with stock. The Company has issued 433,333 shares of
common stock. The web site is operational but the CD Rom is not as yet
completed. The Company is negotiating with the vendor as to the number of shares
that will be issued upon completion of the package.

         From November, 1999, to June, 2000, the Company issued approximately
$763,000 of convertible, unsecured promissory notes. The notes bear interest at
the rate of 10% PER ANNUM, and are due 10-months following the date of issuance.
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 (5) days immediately preceding conversion. However, the notes
may not be converted at a price of less than $0.10 per share. The notes may be
converted into a number of shares of common stock of the Company's subsidiary,
The Tutorial Channel.com, equal to 1% of the issued and outstanding shares of
common stock of such subsidiary for each $25,000 principal amount with respect
to $600,000 of certain of these notes (Series A Notes), and equal to 0.25% of
the issued and outstanding shares of common stock of such subsidiary for each
$25,000 principal amount with respect to $163,000 of certain of these notes
(Series B Notes). Each class of these notes is convertible on the earlier of (i)
the last business day preceding the filing of the first registration statement
for the common stock of such subsidiary, or (ii) December 1, 2000. As of August
31, 2001, $573,361 of these notes we converted into 5,733,611 shares of common
stock.

                                       13
<PAGE>

         From November, 1999 to February, 2000, the Company issued $100,000 of
unsecured, demand promissory notes, bearing interest at the rate of 10% PER
ANNUM.

         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.

         In September, 2000, the Company received $100,000 for which it issued
1,000,000 common shares and 1,000,000 warrants exercisable at $.25 per share.

         In January, 2001, the Company received $25,000 cash and issued 125,000
shares and 125,000 warrants exercisable at $.25 per share and a debenture in the
amount of $25,000.

         In May, 2001, the Company issued 110,000 shares of common stock for
$3300 of financing costs. Additionally, the Company committed to issue 405,457
common shares in satisfaction of $16,046 of consulting services and interest
charges.

         In August 2001, the Company committed to issue 45,739 common shares in
satisfaction of $4574 of interest charges.

         The Company had made a settlement with one of its creditors that had
begun litigation, 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, the Company is presently in litigation with this
creditor since the creditor has not honored the terms of the agreement to
provide the Company update on its software and related management servicing. In
addition, the Company has been sued by a vendor for approximately $100,000, and
the Company has asserted a counterclaim for lack of maintaining the service
contract against the vendor seeking damages in the sum of $500,000. The Company
has also reached agreements with certain of its other vendors relating to
obligations in the aggregate amount of approximately $700,000 and has made
schedules of payments. The Company's ongoing revenues are not 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. These extensions have been in the
form of agreements on a week by week basis with 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 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. In addition, the Company
is in arrears for federal and state payroll tax and unemployment tax in the
approximate amount of $100,000. The Company has made payment arrangement with
the New York State Department of Taxation with the New York State Department of
Labor.

         The Company continues to meet its working capital requirements through
debt and equity funding from outside sources and internally generated funds. In
September, 2000 the Company received $100,000 in funding and issued 1,000,00
shares of common stock and 1,000,000 warrants. In January 2001, the Company
received $25,000 in funding and issued 125,000 shares and 125,000 warrants and a
debenture in the amount of $25,000. 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 28, 2001, 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.

YEAR 2000

         The Company has updated its computer systems to address issues related
to year 2000 compliance. Financial and operational systems were developed to
address systems modification requirements to become year 2000 compliant. The
financial impact of making the required systems changes was not material to the
Company's consolidated financial position, liquidity and results of operations.

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<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.

                                       15
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The Company had made a settlement with one of its creditors that had begun
litigation, 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, the Company is presently in litigation with this creditor
since the creditor has not honored the terms of the agreement to provide the
Company update on its software and related management servicing. In addition,
the Company has been sued by a vendor for approximately $100,000, and the
Company has asserted a counterclaim for lack of maintaining the service contract
against the vendor seeking damages in the sum of $500,000. The Company has also
reached agreements with certain of its other vendors relating to obligations in
the aggregate amount of approximately $700,000 and has made schedules of
payments. The Company's ongoing revenues are not 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. These extensions have been in the form of
agreements on a week by week basis with 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 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. In addition, the Company is in
arrears for federal and state payroll tax and unemployment tax in the
approximate amount of $100,000. The Company has made payment arrangement with
the New York State Department of Taxation with the New York State Department of
Labor.

ITEM 2.  CHANGES IN SECURITIES

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

         In May, 2001, the Company issued 110,000 shares of common stock for
$3300 of financing costs.

         In May, 2001, the Company issued 405,457 common shares in satisfaction
of $16,046 of consulting services and interest charges.

         In August, 2001, the Company issued 45,739 common shares in
satisfaction of $4574 of interest charges.

         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, 2001.



                                       16
<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: November 14, 2001                   By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer






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