<PAGE>

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

                                   FORM 10-QSB / A


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

(Mark One)

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

For the quarterly period ended August 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, NY 11230
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

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

         Securities registered under Section 12(b) of the Exchange Act:

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

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, $0.0001 par value per share
                               Redeemable Warrants
                               -------------------
                                (Title of Class)


<PAGE>

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

The number of shares outstanding of the issuer's Common Stock as of October 15,
2004 was 34,245,667 shares.

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

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



<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS (unaudited)

         Report of Independent Registered
         Public Accounting Firm                                   F-1

         Consolidated Balance Sheet                               F-2

         Consolidated Statement of Operations                     F-3

         Consolidated Statement of Cash Flows                     F-4

         Notes to Consolidated Financial Statements               F-5-7


<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


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

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

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

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



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

New York, New York
October 7, 2005


                                       F-1


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

                                     ASSETS

CURRENT ASSETS
      Cash                                                         $     54,404
      Accounts receivable, less allowance for
          doubtful accounts of $33,000                                   18,304
      Inventories                                                        39,019
      Prepaid expenses                                                    3,229
                                                                   ------------
          Total Current Assets                                          114,956
                                                                   ------------

FURNITURE AND EQUIPMENT, net of depreciation of $240,370                 19,382
INTANGIBLE ASSETS, net of amortization of $1,211,682                     48,455
OTHER ASSETS                                                              5,000
                                                                   ------------

                                                                   $    187,793
                                                                   ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Notes payable                                                $  2,148,879
      Accounts payable and accrued expenses                           3,463,376
                                                                   ------------
          Total Current Liabilities                                   5,612,255
                                                                   ------------

LONG TERM LIABILITIES
      Convertible promissory notes                                       75,000

STOCKHOLDERS' DEFICIT
      Preferred stock, Series A, $0.01 par value
          1,000,000 shares authorized
          no shares issued and outstanding                                   --
      Preferred stock, Series B, $0.01 par value
          50 shares authorized
          no shares issued and outstanding                                   --
      Common stock, $0.0001 par value
          100,000,000 shares authorized
          34,245,667 shares issued and outstanding                        3,425
      Additional paid-in capital                                     13,653,978
      Deferred compensation                                             (51,458)
      Accumulated deficit                                           (19,105,407)
                                                                   ------------
          Total Stockholders' Deficit                                (5,499,462)
                                                                   ------------

                                                                   $    187,793
                                                                   ============


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


                                       F-2

<PAGE>
<TABLE>


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

                                          For the Three Months Ended     For the Six Months Ended
                                                  August 31,                    August 31,
                                            2004            2003            2004            2003
                                        ------------    ------------    ------------    ------------
                                         (Unaudited)     (Unaudited)    (Unaudited)     (Unaudited)
                                         (Restated)                     (Restated)

<S>                                     <C>             <C>             <C>             <C>
NET SALES                               $    178,595    $    154,910    $    375,876    $    425,629

COST OF SALES                                 27,771          13,084          49,394          39,170
                                        ------------    ------------    ------------    ------------


GROSS PROFIT                                 150,824         141,826         326,482         386,459

SELLING, GENERAL AND ADMINISTRATIVE          263,050         211,021         484,777         554,195
                                        ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                        (112,226)        (69,195)       (158,295)       (167,736)

OTHER INCOME (EXPENSE)
      Cancellation of debt                   485,305              --         485,305              --
      Interest expense                      (564,480)        (73,925)       (643,693)       (145,788)
                                        ------------    ------------    ------------    ------------
         Total other income (expense)        (79,175)        (73,925)       (158,388)       (167,736)
                                        ------------    ------------    ------------    ------------


NET LOSS                                $   (191,401)   $   (143,120)   $   (316,683)   $   (313,524)
                                        ============    ============    ============    ============

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

WEIGHTED-AVERAGE SHARES OUTSTANDING       23,985,069      18,761,809      28,609,767      18,847,647
                                        ============    ============    ============    ============



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

                                                 F-3
</TABLE>


<PAGE>



                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        For the Six Months Ended
                                                               August 31,
                                                         ----------------------
                                                           2004         2003
                                                         ---------    ---------
                                                       (Unaudited)   (Unaudited)
                                                       (Restated)

CASH FLOWS FROM OPERATING ACTIVITIES

      Net loss                                           $(316,683)   $(313,524)
Adjustments to reconcile net loss to net cash
      used in operating activities
          Depreciation and amortization                      9,459       21,180
          Loss on abandonment of fixed assets                7,592           --
          Cancellation of debt                            (485,305)          --
          Financing fees paid with convertible debt         75,000           --
          Amortization of discount on debt                 303,000           --
          Common stock payment of:
             Interest                                       12,000        1,000
             Services                                      179,842           --
Changes in Operating Assets and Liabilities:
      Accounts receivable                                   11,426       10,852
      Inventories                                           (3,608)       5,565
      Prepaid expenses and other assets                      1,532       63,147
      Accounts payable and accrued expenses                (67,236)     174,032
                                                         ---------    ---------
Net cash used in operating activities                     (272,981)     (37,748)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
      Cash deficit                                              --       14,402
      Repayment of capital lease obligations                    --       (5,000)
      Proceeds from issuance of notes payable              346,000       20,000
      Repayment of principal of note payable               (20,187)          --
                                                         ---------    ---------
Net cash provided by financing activities                  325,813       29,402
                                                         ---------    ---------

Net increase (decrease) in cash                             52,832       (8,346)

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

CASH, END OF PERIOD                                      $  54,404    $      --
                                                         =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      INTEREST PAID                                      $      --    $  35,800
                                                         =========    =========
      INCOME TAXES PAID                                  $      --    $     910
                                                         =========    =========

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Common stock issued in settlement of
      accounts payable and accrued expenses              $  75,000    $  16,625
                                                         =========    =========
      Common stock issued to settle debt                 $ 108,500    $      --
                                                         =========    =========
      Common stock issued on conversion of

          convertible debt                               $ 388,000    $      --
                                                         =========    =========


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

                                       F-4


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

BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
         of Multi-Media Tutorial Services, Inc. (the "Company") have been
         prepared in accordance with generally accepted accounting 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, 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 28, 2004.

GOING CONCERN ISSUES

        The accompanying condensed consolidated financial statements have been
        prepared assuming that the Company will continue as a going concern. The
        Company has suffered recurring losses and has a working capital
        deficiency of approximately $5,497,000 at August 31, 2004. These
        conditions raise substantial doubt about the Company's ability to
        continue as a going concern. Management's plans with respect to these
        matters include restructuring its existing debt, settling its existing
        debt by issuing shares of its common stock and raising additional
        capital through future issuance of stock and or debentures. The
        accompanying consolidated financial statements do
         not include any adjustments that might be necessary should the Company
         be unable to continue as a going concern.

RECLASSIFICATIONS

         Certain amounts in the prior period consolidated financial statements,
         for the three and six months ended August 31, 2003, have been
         reclassified to conform with the presentation for the three and six
         months ended August 31, 2004.

NOTES PAYABLE

         During the six months ended August 31, 2004, the Company issued a 10%
         convertible note payable for $15,000. This note is repayable in 2006.
         This note is convertible into common stock at the lesser of $0.50 or
         50% of the average bid price in the over the counter market during the
         five business days ending on the day before the holder gives notice of
         conversion, but not lower than $0.10 per share. The Company has
         determined that there was no beneficial conversion feature with this
         note, due to the high conversion price per share .

         During the six month period ended August 31, 2004, the Company issued a
         10% unsecured note payable for $18,000 payable on demand.

                                      F-5
<PAGE>

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

RECENT ISSUANCES OF COMMON STOCK

         During the six months ended August 31, 2004 the Company issued $388,000
         of Series "D" Unsecured Convertible Promissory Notes to various note
         holders. These notes accrue interest at 10% per annum and are due two
         years from the date of issuance. The Company received net proceeds of
         $313,000 from these notes. The remaining $75,000 was issued as fees for
         securing these notes. Attached to each note were 10 shares for each
         dollar of debt issued or 3,880,000 shares of common stock. These notes
         are convertible at the option of the holders at the lesser of $0.50 per
         share or 50% of the average of the closing bid price on shares of the
         Company's common stock during the five day period prior to the note
         holder excising the conversion feature. The conversion price has a
         minimum conversion price of $0.10 per share. All note holders converted
         their notes immediately upon issuance of the notes into 3,880,000
         shares of common stock.

         The Company recorded a $303,000 discount on debt for the value of the
         3,880,000 shares issued with the note and for the beneficial conversion
         feature. This discount was to have been amortized over the life of the
         note or until such time as the holder converted. The entire $303,000
         has been recorded as interest expense.

         During the six months ended August 31, 2004 the Company converted notes
         payable totaling $108,500 into 1,175,000 shares of common stock at an
         average price of $0.07 to $0.10 per share.

         During the six months ended August 31, 2004 the Company issued
         4,000,000 shares upon the exercise of options issued to the Company's
         President at $0.01 per share. This cashless exercise price was used to
         reduce accrued salaries.

         The Company issued 1,500,000 shares of common stock for consulting
         services of $195,000 during the six months ended August 31, 2004. Of
         these services $130,000 were for services previously performed. The
         remaining $65,000 was for future services and has been recorded as
         deferred compensation of which $13,542 has been earned in the quarter
         and six months ended August 31, 2004.

         During the six months ended August 31, 2004, the Company issued 390,000
         shares of common stock for legal services valued at $36,300, at an
         average price of $0.07 to $0.10 per share.

         During the six months ended August 31, 2004, the Company issued 500,000
         shares in payment of accounts payable of $35,000.

CANCELLATION OF DEBT

         During the six months ended August 31, 2005 the Company settled certain
         outstanding debts with creditors for less than the amount owed. This
         total forgiveness of debt was included in the financial statements, in
         other income and expenses, for $485,305. The largest part of this
         settlement was with the Company's largest creditor to whom it owed
         approximately $600,000. The creditor settled for $150,000 with a four
         year payout schedule. The Company is currently conforming to the
         schedule. The original judgment that the creditor held against the
         Company was withdrawn. However, the creditor has a stipulated judgment
         whereby in the event that the Company defaults on its payments the
         creditor can obtain a judgment for the remaining balance plus a penalty
         of $150,000.


                                      F-6
<PAGE>

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

RESTATEMENT OF FINANCIAL STATEMENTS

         The Company's consolidated financial statements have been restated to
         (i) reflect the correction of an error relating to the recording of
         additional interest expense of $10,500, related to the issuance of
         common stock for these shares in March 2004 (ii) correct the valuation
         of 1,500,000 shares of common stock for consulting services, from a
         previously recorded $150,000 to $195,000 during the six months ended
         August 31, 2004, to reflect $130,000 of these services as having been
         previously performed, and to classify the remaining $65,000 for future
         services as deferred compensation of which $13,542 has been earned in
         the quarter and six months ended August 31, 2004, with the balance of
         $51,458 deferred as of August 31, 2004. and (iii) to record a reduction
         of $52,600 of debt discount, reflected in interest expense, for the
         value of the beneficial conversion feature on the $388,000 of Series
         "D" Unsecured Convertible Promissory Notes issued during July and
         August 2005.

         In addition, the operating expenses have increased by $7,592 to reflect
         the reclassification of loss on the abandonment of equipment, to
         conform to the presentation of the statements of operation from the
         audit of the financial statements from the year ended February 29,
         2005. The balance sheet for August 31, 2004 has been restated to
         reflect changes from the re-audit of the year ended February 29, 2004
         which occurred subsequent to August 31, 2004 and subsequent to the
         filing of the initial 10-QSB for the quarter and six months then ended.
         Such changes include a $20,000 reduction to inventory, a $500 reduction
         to prepaid expenses, and a reduction of $2,420 to accounts payable.

         In addition, the balance sheet has been restated as well to reflect
         changes from the audit of the year ended February 28, 2005, which
         occurred subsequent to August 31, 2004 and subsequent to the filing of
         the initial 10-QSB for the quarter and six months then ended.

         These balance sheet changes, along with the above $10,500 increase in
         interest expense, the increase of $45,000 in consulting services, the
         deferring of $51,458 in consulting expenses and the $52,600 decrease in
         interest expense related to the reduction of debt discount on the
         issuance of Series "D" Unsecured Convertible Promissory Notes, has
         resulted in a decrease of accumulated deficit by $48,558.

         The effect of this restatement is as follows:

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

         Loss from operations                        $   (112,226)  $  (118,684)
         Net Loss                                    $   (191,401)  $  (250,459)
         Net loss per share - basic and diluted      $      (0.01)  $     (0.01)


                                                          Six Months Ended
                                                          August 31, 2004
                                                     ---------------------------
                                                                       As
                                                         As         Previously
                                                      Restated       Reported
                                                     ------------   ------------

         Loss from operations                        $   (158,295)  $  (157,161)
         Net Loss                                    $   (316,683)  $  (365,241)
         Net loss per share - basic and diluted      $      (0.01)  $     (0.02)



                                       F-7

<PAGE>

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

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

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003.

         Net sales for the three months ended August 31, 2004 (the "2004
Period") were $178,395 compared to $154,910 in the three months ended August 31,
2003 (the "2003 Period").

         Gross profit was $150,824 in the 2004 Period compared to $141,826 in
the 2003 Period.

         Selling, general and administrative expenses were $263,050 in the 2004
Period compared to $211,021 for the 2003 Period. Included in selling, general
and administrative expenses are depreciation and amortization expense of $6,980
and $10,590 for the quarter ended August 31, 2004 and 2003, respectively.

         During the three months ended August 31, 2005 the Company settled
certain Outstanding debts with creditors for less than the amount owed. This
total forgiveness of debt was included in the financial statements, in other
income and expenses, for $485,305. The largest part of this settlement was with
the Company's largest creditor to whom it owed approximately $600,000. The
creditor settled for $150,000 with a four year payout schedule. The Company is
currently conforming to the schedule. The original judgment that the creditor
held against the Company was withdrawn. However, the creditor has a stipulated
judgment whereby in the event that the Company defaults on its payments the
creditor can obtain a judgment for the remaining balance plus a penalty of
$150,000. There was no cancellation of debt income in the 2003 period.

         Interest expense was $564,480 in the 2004 Period compared to $73,925 in
the 2003 period. In the 2004 period $528,000 of interest expense was for a
non-cash interest charge related to the recording of a debt discount for the
value of the beneficial conversion feature on Series "D" Unsecured Convertible
Promissory Notes issued during July and August 2005, and other non-cash stock
issuances.

         Net Loss from operations was $112,226 in the 2004 Period compared to
$69,195 in the 2003 Period. The increase is due primarily to an increase in
general and administrative expenses and the issuance of the Company's common
stock for services.


<PAGE>

RESULTS OF OPERATIONS FOR THE SIX (6) MONTHS ENDED AUGUST 31, 2004 AND 2003.

         Net sales for the six (6) months ended August 31, 2004 (the "2004
Period") were $375,876 compared to $425,629 in the six (6) months ended August
31, 2003 (the "2003 Period").

         Gross profit was $326,482 in the 2004 Period compared to $386,459 in
the 2003 Period.

         Selling, general and administrative expenses were $484,777 in the 2004
Period compared to $554,195 for the 2003 Period. Included in selling, general
and administrative expenses are depreciation and amortization expense of $9,459
and $10,590 for the six months ended August 31, 2004 and 2003, respectively. .
The 2003 selling, general and administrative expenses include $65,450 write-off
of prepaid expenses as a result of an agreement with one of the Company's
vendors to settle a claim against the Company on a contract for minimum volume
of reading programs that the Company distributes.

         Net Loss from operations was $158,295 in the 2004 Period compared to
$167,736 in the 2003 Period.

         During the six months ended August 31, 2005 the Company settled certain
Outstanding debts with creditors for less than the amount owed. This total
forgiveness of debt was included in the financial statements, in other income
and expenses, for $485,305. The largest part of this settlement was with the
Company's largest creditor to whom it owed approximately $600,000. The creditor
settled for $150,000 with a four year payout schedule. The Company is currently
conforming to the schedule. The original judgment that the creditor held against
the Company was withdrawn. However, the creditor has a stipulated judgment
whereby in the event that the Company defaults on its payments the creditor can
obtain a judgment for the remaining balance plus a penalty of $150,000. There
was no cancellation of debt income in the 2003 period.

         Cancellation of debt income due to service providers was $485,305 in
2004 period. There was no cancellation of debt income in the 2003 period.

         Interest expense was $643,693 in the 2005 Period compared to $145,788
in the 2003 period. In the 2004 period $540,000 of interest expense for a
non-cash interest charge related to the recording of a debt discount for the
value of the beneficial conversion feature on Series "D" Unsecured Convertible
Promissory Notes issued during July and August 2005, and other non-cash stock
issuances.

OTHER MATTERS

         The Company increased its number of authorized shares of common stock
From 20,000,000 shares to 100,000,000 shares and decreased the par value of the
common stock and preferred stock to $0.0001 par value. This action was approved
on April 20, 2004 by the Board of Directors effective May 24,2004. Additionally,
a majority of the 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.

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

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

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES.

         At August 31, 2004, the Company had a working capital deficiency of
approximately $5,497,000. In addition, the Company continues to suffer recurring
losses. The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters include restructuring
its existing debt, raising additional capital through future issuances of stock
and/or equity, and finding sufficient profitable markets for its products to
generate sufficient cash to meet its business obligations. The accompanying
consolidated financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

         The Company continues to meet its working capital requirements through
debt and equity funding from outside sources and internally generated funds. In
addition, the Company may have 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 had cash and cash equivalents of $54,404 at August 31, 2004
compared to a cash deficit of $14,402 as of August 31, 2003.

         Net cash used in operations was $272,981 for the six months ended
August 31, 2004 compared to $37,748 for the six months ended August 31, 2003.

         Net cash provided by financing activities was $325,813 for the six
months ended August 31, 2004 compared to $29,402 for the six months ended August
31, 2003.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         A summary of significant accounting policies is included in Note 2 to
the audited consolidated financial statements for the year ended February 28,
2005 in the Form 10-KSB. Management believes that the application of these
policies on a consistent basis enables us to provide useful and reliable
financial information about our operating results and financial condition. Our
financial statements and accompanying notes are prepared in accordance with U.S.
GAAP. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. Critical accounting policies for us include
revenue recognition.

<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

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

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

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

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

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


<PAGE>


                                  PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

         The Company had made a settlement with one of its creditors that had
begun litigation on January 6, 2000 in Superior Court, Judicial District of
Stanford/Norwalk, whereby it has settled a $235,000 claim for $190,000 with a
29-month payout schedule. The Company has paid approximately $30,000 toward 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 payments. The Creditor sued the Company in the
state of Connecticut but the court ruled that the creditor could not proceed
with the suit in the State of Connecticut.

         The Company has settled with its largest creditor to whom it owed
approximately $600,000. The creditor has settled for $150,000 with a four year
payout schedule. The Company is currently conforming to the schedule. The
original judgment that the creditor held against the Company was withdrawn.
However, the creditor has a stipulated judgment whereby in the event that the
Company defaults on its payments the creditor can obtain a judgment for the
remaining balance plus a penalty of $150,000.

         The Company is subject to a claim for Federal and Unemployment Taxes
for approximately, $500,000 which the Company is disputing. With regard to the
Federal payroll tax the Company has received notice of a levy in the amount of
$83,448 against certain of the Company's assets. It has also received notice
from the Federal Government and the Department of Labor of various liens with
regard to the above arrears. The Company is in the process of filing a 941c
adjustment which should eliminate all or at least a substantial portion of these
tax arrears. It is doing so under advice of legal counsel who specializes in
payroll tax issues. There is no assurance that the Company will be successful in
resolving this dispute and having these liens removed.




<PAGE>

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

           Recent sale or issuances of unregistered securities:

         -        During the six months ended August 31, 2004 the Company issued
                  $388,000 of Series "D" Unsecured Convertible Promissory Notes
                  to various note holders. These notes accrue interest at 10%
                  per annum and are due two years from the date of issuance. The
                  Company received net proceeds of $313,000 from these notes.
                  The remaining $75,000 was issued as fees for securing these
                  notes. Attached to each note were 10 shares for each dollar of
                  debt issued or 3,880,000 shares of common stock. These notes
                  are convertible at the option of the holders at the lesser of
                  $0.50 per share or 50% of the average of the closing bid price
                  on shares of the Company's common stock during the five day
                  period prior to the note holder excising the conversion
                  feature. The conversion price has a minimum conversion price
                  of $0.10 per share. All note holders converted their notes
                  immediately upon issuance of the notes into 3,880,000 shares
                  of common stock.

         -        The Company recorded a $303,000 discount on debt for the value
                  of the 3,880,000 shares issued with the note and for the
                  beneficial conversion feature. This discount was to have been
                  amortized over the life of the note or until such time as the
                  holder converted. The entire $303,000 has been recorded as
                  interest expense.

         -        During the six months ended August 31, 2004 the Company
                  converted notes payable totaling $108,500 into 1,175,000
                  shares of common stock at an average price of $0.07 to $0.10
                  per share.

         -        During the six months ended August 31, 2004 the Company issued
                  4,000,000 shares upon the exercise of options issued to the
                  Company's President at $0.01 per share. This cashless exercise
                  price was used to reduce accrued salaries.

         -        The Company issued 1,500,000 shares of common stock for
                  consulting services of $195,000 during the six months ended
                  August 31, 2004. Of these services $130,000 were for services
                  previously performed. The remaining $65,000 was for future
                  services and has been recorded as deferred compensation of
                  which $13,542 has been earned in the quarter and six months
                  ended August 31, 2004.

         -        During the six months ended August 31, 2004, the Company
                  issued 390,000 shares of common stock for legal services
                  valued at $36,300, at an average price of $0.07 to $0.10 per
                  share.

         -        During the six months ended August 31, 2004, the Company
                  issued 500,000 shares in payment of accounts payable of
                  $35,000.

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


<PAGE>


ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         None

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

         None.

ITEM 5.  OTHER INFORMATION

         The Company is amending this report filed on Form 10-QSB due to the
         fact that the 10-QSB for the quarter and six months ended August 31,
         2004, as initially filed on October 20, 2004 was reviewed by the
         Company's former auditor who is not registered with the Public Company
         Accounting Oversight Board ("PCAOB"). In order to comply with the
         requirements of the Sarbanes-Oxley Act of 2002 and the PCAOB, the
         financial statements for the quarter and six months ended August 31,
         2004 have been reviewed by the Company's current auditors.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A) EXHIBITS

          EXHIBIT
          NUMBER          DESCRIPTION OF EXHIBIT

          31         Certification of Chief Executive Officer and Chief
                     Financial Officer, pursuant to Rule 13a-14(a) and Rule
                     15d-14(a), as adopted Pursuant to Section 302 of the
                     Sarbanes Oxley Act of 2002.

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


(B) REPORTS ON FORM 8-K:

          The Company filed one report on form 8K for events that occurred
          during the quarter and six months ended August 31, 2004.

                  -        On August 26, 2004 the Company disclosed that it had
                           closed its offering of up to $1,500,000 Units in a
                           private placement of securities the "Offering"). The
                           Company sold 3.88 Units in the Offering for an
                           aggregate purchase price of $388,000, with each Unit
                           bearing a purchase price of $100,000. Each Unit
                           consisted of 1,000,000 shares of the Company's common
                           stock, and one Series "D" Unsecured Convertible
                           Promissory Note (the "Notes") having a face amount of
                           $100,000, accruing interest at ten percent (10%) per
                           annum. The Company received net proceeds of $313,000
                           from these notes. The remaining $75,000 was issued as
                           fees for securing these notes.


<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 3, 2005                   By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer