<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                     -------

                                    FORM 10-Q
(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended NOVEMBER 30, 2008
                                        ----------------------------------------
                                       OR

[_]      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from __________ to __________

         Commission file number: 0-25758
                                 -----------------------------------------------

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   DELAWARE                                     73-1293914
------------------------------------------------          ----------------------
(State of Other Jurisdiction of Incorporation or            (I.R.S. Employer
                 Organization)                            Identification Number)

        1214 EAST 15TH STREET
             BROOKLYN, NY                                        11230
----------------------------------------                  ----------------------
(Address of Principal Executive Offices)                        (Zip Code)

                                 (718) 951-2350
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
--------------------------------------------------------------------------------
      (Former Name, Former Address and Former Fiscal Year, If Changed Since
                                  Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                                 [X] Yes [_] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filer  |_|                     Accelerated filer       |_|
                                                 Smaller reporting
Non-accelerated filer    |_|                     company                 |X|


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                                                 [ ] Yes [X] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

There are 54,209,902 of common stock, par value $0.0001 per share, issued and
outstanding as of January 20, 2009.

Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
PART I - FINANCIAL INFORMATION
Item 1.   Financial Statements                                                 3
Item 2.   Management's Discussion and Analysis or Plan of Operation           12
Item 3.   Quantitative and Qualitative Disclosures About Market Risk          14
Item 4T.  Controls and Procedures                                             14

PART II - OTHER INFORMATION                                                   14
Item 1.   Legal Proceedings                                                   15
Item 1A.  Risk Factors                                                        15
Item 2.   Unregistered Sale of Equity Securities and Use of Proceeds          15
Item 3.   Defaults Upon Senior Securities                                     15
Item 4.   Submission of Matters to a Vote of Security Holders                 15
Item 5.   Other Information                                                   15
Item 6.   Exhibits                                                            15

SIGNATURES                                                                    16

                                       2
<PAGE>


PART I
                              FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<S>                 <C>
MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

-----------------------------------------------------------------------------------------------
                                     Assets
                                     ------
                                                                 November 30,      February 29,
                                                                    2008               2008
                                                                 ------------      ------------
                                                                  (UNAUDITED)        (AUDITED)
Current assets:
---------------
Cash                                                             $         --      $         --
Accounts receivable, less allowance for
 doubtful accounts of $12,000 and $12,023                              78,523           108,315
Inventories                                                               415               827
Prepaid expenses                                                      112,577           114,206
                                                                 ------------      ------------

Total current assets                                                  191,515           223,348
                                                                 ------------      ------------


Furniture & equipment, net                                             11,484            14,007
Intangible assets, net                                                 67,176            66,120
Other assets                                                           26,736            26,736
                                                                 ------------      ------------
Total assets                                                     $    296,911      $    330,211
                                                                 ============      ============

                     Liabilities and Stockholders' Deficit
                     -------------------------------------
Current liabilities
-------------------
Book overdraft                                                   $     23,757      $     20,162
Accounts payable and accrued expenses                               4,728,078         4,392,938
Notes payable                                                       2,216,524         2,134,774
                                                                 ------------      ------------
Total current liabilities                                           6,968,359         6,547,874
                                                                 ------------      ------------

Long-term debt
--------------
Notes payable, net of discount of $138,227 and $216,977               538,023           433,023
                                                                 ------------      ------------

Total liabilities                                                   7,506,382         6,980,897
                                                                 ------------      ------------

Commitements 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, $0.0001 par value; 100,000,000
 shares authorized; 54,084,902 shares issued and outstanding            5,408             5,297
Stock subscription receivable                                          39,000            (6,000)
Additional paid-in capital                                         15,559,325        15,375,854
Accumulated deficit                                               (22,813,204)      (22,025,837)
                                                                 ------------      ------------
Total stockholders' deficit                                        (7,209,471)       (6,650,686)
                                                                 ------------      ------------

Total liabilities and stockholders' deficit                      $    296,911      $    330,211
                                                                 ============      ============


The financial information presented herein has been prepared by management
without audit by independent certified public accountants.

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


                                       3
<PAGE>


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

                                                    For the Three Months Ended          For the Nine Months Ended
                                                          November 30,                        November 30,
                                                 ------------------------------      ------------------------------
                                                    2008               2007             2008               2007
                                                 ------------      ------------      ------------      ------------
                                                 (Unaudited)        (Unaudited)       (Unaudited)       (Unaudited)

Net sales                                        $    111,645      $    142,189      $    340,134      $    499,064

Cost of sales                                          15,354             7,636            52,879            64,226
                                                 ------------      ------------      ------------      ------------

Gross profit                                           96,291           134,553           287,255           434,838

Selling, general and administrative expenses          196,547           435,198           792,416         1,227,873
                                                 ------------      ------------      ------------      ------------

Loss from operations                                 (100,256)         (300,645)         (505,161)         (793,035)
                                                 ------------      ------------      ------------      ------------

OTHER INCOME (EXPENSE)

Cancellation of Debt                                       --                --                --            46,174

Interest Expense                                      (93,147)          (98,966)         (282,208)         (387,275)
                                                 ------------      ------------      ------------      ------------

Total other expense                                   (93,147)          (98,966)         (282,208)         (341,101)
                                                 ------------      ------------      ------------      ------------

NET LOSS                                         $   (193,403)     $   (399,611)     $   (787,369)     $ (1,134,136)
                                                 ============      ============      ============      ============

BASIC AND DILUTED LOSS PER SHARE                 $     (0.004)     $     (0.008)     $     (0.015)     $     (0.023)
                                                 ============      ============      ============      ============

WEIGHTED-AVERAGE SHARES OUTSTANDING                54,084,902        51,641,892        53,984,801        48,785,672
                                                 ============      ============      ============      ============


The financial information presented herein has been prepared by management
without audit by independent certified public accountants

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


                                       4

<PAGE>


MULTI-MEDIA TUTORIAL SERVICES, INC.AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------------------------------------------------
                                                          For the Three Months Ended       For the Nine Months Ended
                                                                 November 30,                    November 30,
                                                        ----------------------------      ----------------------------
                                                           2008             2007             2008              2007
                                                        -----------      -----------      -----------      -----------
                                                         UNAUDITED        UNAUDITED        UNAUDITED        UNAUDITED
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $  (193,403)     $  (399,611)     $  (787,369)     $(1,134,136)
Adjustments to reconcile net loss to net
  cash used in operating activities
Depreciation and amortization                                 6,508            7,965           19,176           20,055
Forgiveness of debt                                              --               --               --          (46,174)
Amortization of prepaid contract for service                     --           10,937            3,649           32,812
Amortization of deferred compensation                        27,500           51,750          106,750          113,375
Amortization of discount on debt                             26,250           33,888           78,750          132,418
Stock based compensation                                      5,828           17,078           88,484          138,534
Common stock issued for Services                                 --           77,046           33,349          170,546
Changes in Operating assets and Liabilities:
  Accounts receivable                                          (682)         (24,089)          29,792          (26,469)
  Inventories                                                 1,181            1,158              412            3,529
  Prepaid expenses and other assets                            (702)         (17,660)          (2,020)         (94,799)
  Accounts Payable and accrued expenses                     129,938          129,348          335,140          113,266
                                                        -----------      -----------      -----------      -----------
Net cash used in operating activities                         2,418         (112,190)         (93,887)        (577,043)
                                                        -----------      -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment                             (61)              --             (259)          (7,464)
Increase in intangibles                                      (3,497)         (17,447)         (17,448)         (29,647)
Security deposit on new facility                                 --            2,600               --            2,600
                                                        -----------      -----------      -----------      -----------
Net cash used in investing activities                        (3,558)         (14,847)         (17,707)         (34,511)
                                                        -----------      -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable                    (112,000)              --               --          650,000
Repayment of note payable                                   108,000           22,100          108,000          (44,600)
Cash deficit                                                  5,140           22,267            3,594            6,154
                                                        -----------      -----------      -----------      -----------
Net cash provided by financing activities                     1,140           44,367          111,594          611,554
                                                        -----------      -----------      -----------      -----------
Net increase (decrease) in cash                                  --          (82,670)              --               --

CASH, BEGINNING OF PERIOD                                        --           82,670               --               --
                                                        -----------      -----------      -----------      -----------
CASH, END OF PERIOD                                     $        --      $        --      $        --      $        --
                                                        ===========      ===========      ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
INTEREST PAID                                           $     4,513      $     1,348      $     6,867      $     1,348
                                                        ===========      ===========      ===========      ===========
INCOME TAXES PAID                                       $        --      $        --      $        --      $        --
                                                        ===========      ===========      ===========      ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued:
With issuance of debt                                   $        --      $        --      $        --      $   354,505
                                                        ===========      ===========      ===========      ===========
Deferred compensation paid in common stock              $        --      $        --      $        --      $   317,000
                                                        ===========      ===========      ===========      ===========
Services                                                $        --      $        --      $    45,000      $        --
                                                        ===========      ===========      ===========      ===========
Conversion of debt to common stock                      $        --      $        --      $        --      $   132,000
                                                        ===========      ===========      ===========      ===========
Exercise of option / stock subscription receivable      $        --      $     2,000      $        --      $     2,000
                                                        ===========      ===========      ===========      ===========


The financial information presented herein has been prepared by management
without audit by certified public accountants

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


                                       5
</TABLE>

<PAGE>

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2008 AND 2007
(UNAUDITED)
--------------------------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Multi-Media
Tutorial Services, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions to Form 10-Q under Article 8-03 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
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 nine month
periods ended November 30, 2008 are not necessarily indicative of the results
that are to be expected for the year ended February 28, 2009. The information
contained in this Form 10-Q should be read in conjunction with the audited
financial statements filed as part of the Company's Form 10-KSB for the year
ended February 29, 2008.

NOTE 2 - GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses and has an accumulated deficit of $22,813,204 and a
working capital deficiency of $7,209,471 at November 30, 2008. Also, the
Internal Revenue Service has placed a federal tax lien on substantially all of
the Company's assets as the Company is in arrears on payment of payroll taxes,
accrued prior to February 28, 2004 of approximately $500,000. 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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Multi-Media Tutorial Services, Inc. ("MMTS") and its wholly-owned subsidiaries,
Video Tutorial Services, Inc. ("VTS") and Math Channel, Inc. ("Math Channel").
All significant intercompany transactions and balances have been eliminated in
consolidation. Action Telesales and Communications, Inc. is an affiliated
company of the Company which handles the billing process for MMTS and VTS. All
intercompany transactions have been eliminated.

ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company classifies highly liquid temporary investments with an original
maturity of six months or less when purchased as cash equivalents.

CONCENTRATION OF CREDIT RISK FOR CASH HELD AT BANKS

The Company maintains cash in bank deposit accounts which, at times, exceed
federally insured limits. The Company has not experienced any losses on these
accounts.


                                       6
<PAGE>

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. For certain of the Company's financial
instruments, including cash and cash equivalents, accounts receivable, accounts
payable and accrued payroll and other expenses, the carrying amounts approximate
fair value due to their short maturities. The amount shown for notes payable
also approximates fair value because the current interest rates offered to the
Company for debt of similar maturities are substantially the same.

STOCK BASED COMPENSATION

Effective March 1, 2006, the Company began recording compensation expense
associated with stock-based awards and other forms of equity compensation in
accordance with Statement of Financial Accounting Standards No. 123-R,
Share-Based Payment, ("SFAS 123R") as interpreted by SEC Staff Accounting
Bulletin No. 107. The Company adopted the modified prospective transition method
provided for under SFAS 123r and consequently has not retroactively adjusted
results from prior periods. The Company records expense over the vesting period
in connection with stock options granted. The compensation expense for
stock-based awards includes an estimate for forfeitures and is recognized over
the expected term of the award on a straight line basis.

As of November 30, 2008, there are 11,175,000 options with a weighted average
exercise price of $.043 and a weighted average remaining life of approximately
2-1/2 years, remaining outstanding and continue to be measured at the intrinsic
value over their remaining vesting period. Compensation expense in any given
period is calculated as the difference between total earned compensation at the
end of the period, less total earned compensation at the beginning of the
period. Compensation earned is calculated on a straight line basis over the
requisite service period for any given option award. When the stock options are
granted, the fair value of each option grant is estimated on the date of grant
using the Black-Scholes valuation model.

<TABLE>
<S>            <C>
-------------------------- ----------------------------------- ------------------------------------
                               For the Nine Months Ended           For the Three Months Ended
                                      November 30,                        November 30,
-------------------------- ----------------------------------- ------------------------------------
                                 2008              2007              2008               2007
-------------------------- ----------------- ----------------- ----------------- ------------------
Risk free interest rate:        4.60%             4.65%             4.71%               4.64%
-------------------------- ----------------- ----------------- ----------------- ------------------
Expected life (years):            10                10                10                10
-------------------------- ----------------- ----------------- ----------------- ------------------
Dividend rate:                    0%                0%                0%                 0%
-------------------------- ----------------- ----------------- ----------------- ------------------
Expected Volatility:             280%              270%              281%               271%
-------------------------- ----------------- ----------------- ----------------- ------------------
</TABLE>

For the nine months ended November 30, 2008
-------------------------------------------

The Company granted options for 1,200,000 shares of the Company's common stock
at an average price of $.02479. These options were valued with the use of the
Black-Scholes valuation model. These options are exercisable upon grant, and
accordingly their entire value of $29,750 has been expensed as a general and
administrative expense. These options expire ten years from the date of grant.

As of November 30, 2008, there is approximately $25,797 of total unrecognized
compensation costs related to granted stock options that are unvested. These
costs are expected to be recognized over a weighted average period of 2 years.


                                       7
<PAGE>

For the nine months ended November 30, 2007
-------------------------------------------

The Company granted options for 1,000,000 shares of the Company's common stock
to the Company's CEO and President, 500,000 were granted at an exercise price of
$0.10 per share and 250,000 at an exercise price of $0.07 per share. These
options were valued with the use of the Black-Scholes valuation model at $0.10
per share, or $50,000. These options are exercisable upon grant, and accordingly
their entire value has been expensed as a general and administrative expense.
These options expire ten years from the date of grant. The Company extended the
exercise period of options, for 1,000,000 shares of the Company's common stock
that originally had a five year life and had expired in January 2007. These
options were extended for five additional years until January 2012. The original
exercise price of $0.07 per share has not been amended. These options were
granted to the Company's CEO and President. These options, with their extended
exercise period, were valued with the use of the Black-Scholes valuation model
at $0.0448 per share, or $44,800. These options are exercisable upon grant, and
accordingly their entire value has been expensed as a general and administrative
expense for the nine months ended November 30, 2007.

The Company recorded $138,534 and $21,657of compensation expense, net of related
tax effects, relative to stock options for the nine months ended November 30,
2007 and 2006, respectively, in accordance with SFAS 123R. Included in such
expense for the nine months ended November 30, 2007 is the expenses associated
with the granting of the above mentioned options for 500,000 shares at $0.10,
250,000 options at $0.07 and the extension of the expiration date of options for
1,000,000 shares at $0.07, both these options granted to the Company's President
and CEO. Net loss per share, basic and diluted, for SFAS 123R expense is
approximately ($0.02) and ($0.01), for the nine months ended November 30, 2007
and 2006, respectively.

As of November 30, 2007, there is approximately $44,109 of total unrecognized
compensation costs related to granted stock options that are unvested. These
costs are expected to be recognized over a weighted average period of 3-1/2
years.

NOTE 4 - NOTES PAYABLE

As of November 30, 2008, the Company maintained the following notes payable -
current:


a) 10% notes, unsecured, payable on demand. These advances accrue
   interest based on an annualized rate of 10% per annum.             $ 502,981
       -------------------------------------------------------------------------

b)    On April 10, 2006, the Company issued demand notes totaling
      $87,500 for consulting services to be performed by the note
      holders over a twenty-four month period, subsequent to the
      issuance of these notes payable. These notes accrue interest
      at 10% per annum. In lieu of cash payment the Company may
      redeem these notes, and any accrued interest, with the
      issuance of Series E unsecured convertible promissory notes
      ("Series E"). The Company has recorded the issuance of these
      notes payable for consulting services as a prepaid expense of
      $87,500 that is being expensed over the twenty four month
      period of the consulting agreement.

     In February 2007, a total of $75,000 of these demand notes
     redeemed their note principal (accrued interest paid
     subsequent to February 28, 2007) for Series E notes. Under the
     terms of the Series E note, the note holder upon issuance of
     Series E receives 5 shares of common stock for each $1 of
     debt, for a total of 375,000 share of common stock. These
     shares have been valued at $29,950, and have been recorded as
     a discount on debt, that was to have been amortized and
     expensed as interest over the life of the debt, or until such
     time as the debt was converted. The Series E debt is
     convertible at $.50 per share, or 50 percent of the average
     closing bid during the five trading days prior to the note
     holder giving notice of conversion, but not lower than $.10
     per share. This note, including accrued interest, was due and
     payable in February 2010. In February 2007, these demand note
     holders, upon conversion into these Series E notes, converted
     all $75,000 Series E principal into 750,000 shares of common
     stock valued at $0.10 per share or $75,000. The $29,950
     discount on debt was fully expensed as interest upon
     conversion of the Series E into common stock.


                                       8
<PAGE>

     In March 2007, one of these notes payable for $50,000 redeemed
     their note principal for a Series E note. Under the terms of
     the Series E note, the note holder upon issuance of Series E
     received 5 shares of common stock for each $1 of debt, for a
     total of 250,000 share of common stock. These shares have been
     valued at $31,250, and have been recorded as a discount on
     debt, that was to have been amortized and expensed as interest
     over the life of the debt, or until such time as the debt was
     converted. In addition, the Company recognized a beneficial
     conversion of $12,500 related to the Series E. As Series E are
     immediately convertible to common stock, this Series E was
     issued and convertible at a rate below market on the date of
     issuance of the Series E. The Series E debt is convertible at
     $.50 per share, or 50 percent of the average closing bid
     during the five trading days prior to the note holder giving
     notice of conversion, but not lower than $.10 per share. This
     Series E note, including accrued interest, was due and payable
     in March 2010. On the date of conversion from a demand note to
     a Series E note, the note holder converted the $50,000 Series
     E principal into 500,000 shares of common stock valued at
     $0.10 per share or $50,000. The $31,250 discount on debt, plus
     the $12,500 beneficial conversion feature, was fully
     amortized, and recorded as an interest expense
     upon conversion of the Series E into common stock.                  90,727
     ---------------------------------------------------------------------------

c)    8% notes, unsecured, payable on demand. These advances accrue
      interest based on an annualized rate of 8% per annum. These
      notes were originally issued in September and October 1996        750,000
      --------------------------------------------------------------------------

d)     Non-interest bearing notes, unsecured, payable on demand.        171,426

e)    17% convertible unsecured note payable on demand; the note is
      convertible into common stock at a price of $1.2656 per share
      or an alternate conversion of 75% of the closing bid for the
      first five trading days prior to conversion. The alternate
      conversion price cannot be lower than $0.55 per share, or more
      than $3.55 per share.                                             250,000
      --------------------------------------------------------------------------

f)    10% convertible unsecured notes, payable on demand. The notes
      are convertible into common stock at a price of the lesser of
      $.50 or 50% of the average closing bid during the five trading
      days prior to notice of conversion, but not lower than $.10
      per share.                                                        401,390
      --------------------------------------------------------------------------


                                       9
<PAGE>

g)    10% convertible notes payable variously in 2006; the notes are
      convertible into common stock at the lesser of $.50 or 50% of
      the average of the closing 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 $.10
      per share.

      During the year ended February 28, 2007, a total of $50,000 of
      these notes payable including accrued interest of $17,000,
      converted into 670,000 shares of the Company's common stock at
      $0.10 per share.                                                   25,000
      --------------------------------------------------------------------------

i)    8% notes, unsecured, payable on demand. These advances accrue
      interest based on an annualized rate of 8% per annum.              25,000
      --------------------------------------------------------------------------

      TOTAL NOTES PAYABLE, CURRENT                                   $2,216,524
      ==========================================================================

As of November 30, 2008, the Company maintained the following notes payable,
long-term:

During the year ended February 28, 2008, the Company issued $650,000 of Series E
notes payable along with 3,250,000 shares of the Company's common stock value at
$315,000, which will be expensed as interest over the life of the debt, or until
such time as the debt is converted. These Series E notes payable have a three
(3) year life from the date of issuance. The debt is convertible at $.50 per
share or 50% of the average closing bid during the five (5) trading days prior
to the note holder giving notice of conversion, but not lower than $.10 per
share. As of November 30, 2008, the unamortized portion of the debt discount is
$138,227.

NOTE 5 - COMMON STOCK

For the nine months ended November 30, 2008, the Company issued 1,111,620 shares
of common stock for services at an average price of $.03 per share. $33,349 of
expense was charged to operations.

For the nine months ended November 30, 2007, as related to the conversion of a
$67,000 demand note payable plus accrued interest of $605 into a Series E note
payable the Company issued 1,025,175 share of common stock. These common shares
have been valued at $99,005, and have been recorded as a discount on debt, that
was to have been amortized and expensed as interest over the life of the debt,
or until such time as the debt was converted. In addition, the Company
recognized a beneficial conversion of $12,500 related to the Series E having an
immediate conversion provision that was below market on the date of conversion.
The Series E debt is convertible at $.50 per share, or 50 percent of the average
closing bid during the five trading days prior to the note holder giving notice
of conversion, but not lower than $.10 per share. This Series E note, including
accrued interest, was due and payable in March 2010. On the date of conversion
from a demand note to a Series E note, the note holder converted the $50,000
Series E principal into 500,000 shares of common stock valued at $0.10 per share
or $50,000.

For the nine months ended November 30, 2007, the Company converted Series E
notes payable of $50,000 plus accrued interest of $5,833 for a total of $55,883
into 558,330 shares of common stock at a per share price of $.10. The stock
price was $.11 on the date of conversion; the balance of $5,583 was charged to
interest expense.

For the six months ended August 31, 2007, the Company converted $15,000 notes
payable directly to 150,000 shares of common stock at a per share price of $.10.

On August 27, 2007, the Company issued 100,000 shares of common stock for a
consulting services agreement valued at $7,000, on an average per share price of
$.07. For the six months ended August 31, 2007, a total of $7,000 has been
expensed for these consulting agreements and included in selling, general and
administrative expenses.


                                       10
<PAGE>

On June 19, 2007, the Company issued 2,000,000 shares of common stock for a two
(2) year consulting services agreement valued at $220,000, on an average per
share price of $.11. For the six months ended August 31, 2007, a total of
$27,500 has been expensed for these consulting agreements and included in
selling, general and administrative expenses.

In March, April and June 2007, the Company issued an additional $650,000 of
Series E notes payable. Issued with this debt were 3,250,000 shares of the
Company's common stock valued at $315,000, at an average per share price of
$.097.

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement. During each of the six months in the six months ended August 31, 2007
the Company issued 100,000 shares of common stock, for a total of 600,000 shares
of common stock. These shares were valued at market on their dates of issue. The
Company has recorded $55,000, on an average per share price of $.092, for the
issuance of these common shares as a consulting expense included in selling,
general and administrative expenses.

In May 2007, the Company entered into an investor relations consulting
agreement. This agreement has a one year term, and requires the issuance of
750,000 shares of common stock upon commencement. These shares have a market
value of $57,000 on an average per share price of $.076, and have been recorded
as a deferred compensation expense, netted against additional paid in capital.
As services commence under this agreement, a pro-rata share of the deferred
compensation is expensed. For the six months ended August 31, 2007, a total of
$16,625 has been expensed for this consulting agreement and included in selling,
general and administrative expenses.

In March 2007, the Company entered into a financial consulting agreement. This
agreement has a one year term, and requires the issuance of 500,000 shares of
common stock. Services under this agreement are set to commence in June 2007.
These shares have a market value of $40,000, and have been recorded as a
deferred compensation expense, netted against additional paid in capital. For
the six months ended August 31, 2007, the Company has recorded $10,000, as a
consulting expense included in selling, general and administrative expenses.

During the six months ended August 31, 2007, the Company expensed the remaining
deferred compensation cost of $7,500 related to a consulting agreement entered
into in June 2006 and paid for in common stock, which concluded in August 2007.

On March 15, 2007, Company issued 350,000 shares of common stock for financial
related services valued at market for a total of $31,500. For the six months
ended August 31, 2007, the Company has recorded $31,500, as a consulting expense
included in selling, general and administrative expenses.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS:

CONSULTING AGREEMENTS:

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement.

In May 2007, the Company entered into an investor relations consulting
agreement. This agreement has a one year term, and requires the issuance of
750,000 shares of common stock upon commencement. These shares have a market
value of $57,000 on an average per share price of $.076, and have been recorded
as a deferred compensation expense, netted against additional paid in capital.
As services commence under this agreement, a pro-rata share of the deferred
compensation is expensed.

In March 2007, the Company entered into a financial consulting agreement. This
agreement has a one year term, and requires the issuance of 500,000 shares of
common stock. Services under this agreement are set to commence in June 2007.
These shares have a market value of $40,000, and have been recorded as a
deferred compensation expense, netted against additional paid in capital. For
the nine months ended November 30, 2007, the Company has recorded $20,000, as a
consulting expense included in selling, general and administrative expenses.

The Company leases an approximate 1,400 square foot facility at 1214 East 15th
Street, Brooklyn, New York, which houses its telemarketing and other staff. This
lease, which currently calls for monthly rent of $2,500, expired in February,
2006. The company is currently leasing this facility on a month-to-month basis.


                                       11
<PAGE>

CONTINGENCIES:

The Company is subject to litigation in the normal course of business, and
claims arise from time to time. Presently the Company is not aware of any
pending or threatened litigation and has not provided a reserve or an accrual
for any such contingencies.

The Company has a significant amount of debt and notes payable that have been
recorded. In certain instances, the Company has been involved, and be involved
in the future, in litigation due to non-payment of debt and notes payable.

During the year ended February 29, 2008, the Company and its subsidiary, the
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. The DOL is claiming a
predecessor/successor relationship between the Company and the Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that the Math Channel
currently is obligated to pay based on certain compensation for each employee.
The Company has retained Counsel to investigate and seek a resolution in this
matter. The accompanying financial statements do not reflect this potential
liability pending Counsel's attempt to resolve this matter.


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

FORWARD-LOOKING STATEMENTS

THIS REPORT CONTAINS STATEMENTS THAT WE BELIEVE ARE, OR MAY BE CONSIDERED TO BE,
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF
HISTORICAL FACT INCLUDED IN THIS REPORT REGARDING THE PROSPECTS OF OUR INDUSTRY
OR OUR PROSPECTS, PLANS, FINANCIAL POSITION OR BUSINESS STRATEGY, MAY CONSTITUTE
FORWARD-LOOKING STATEMENTS. IN ADDITION, FORWARD-LOOKING STATEMENTS GENERALLY
CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "MAY," "WILL,"
"EXPECT," "INTEND," "ESTIMATE," "FORESEE," "PROJECT," "ANTICIPATE," "BELIEVE,"
"PLANS," "FORECASTS," "CONTINUE" OR "COULD" OR THE NEGATIVES OF THESE TERMS OR
VARIATIONS OF THEM OR SIMILAR TERMS. FURTHERMORE, SUCH FORWARD-LOOKING
STATEMENTS MAY BE INCLUDED IN VARIOUS FILINGS THAT WE MAKE WITH THE SEC OR PRESS
RELEASES OR ORAL STATEMENTS MADE BY OR WITH THE APPROVAL OF ONE OF OUR
AUTHORIZED EXECUTIVE OFFICERS. ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS
REFLECTED IN THESE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT ASSURE
YOU THAT THESE EXPECTATIONS WILL PROVE TO BE CORRECT.
THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN KNOWN AND UNKNOWN RISKS
AND UNCERTAINTIES, AS WELL AS ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE REFLECTED IN THESE FORWARD-LOOKING STATEMENTS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN, WHICH REFLECT MANAGEMENT'S OPINIONS ONLY AS OF THE
DATE HEREOF. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO REVISE OR
PUBLICLY RELEASE THE RESULTS OF ANY REVISION TO ANY FORWARD-LOOKING STATEMENTS.
YOU ARE ADVISED, HOWEVER, TO CONSULT ANY ADDITIONAL DISCLOSURES WE MAKE IN OUR
REPORTS TO THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS
ATTRIBUTABLE TO US OR PERSONS ACTING ON OUR BEHALF ARE EXPRESSLY QUALIFIED IN
THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS CONTAINED IN THIS REPORT.

GOING CONCERN; IRS TAX LIEN

The Company continues to suffer recurring losses and has an accumulated deficit
of approximately $22,813,204 and a working capital deficiency of approximately
$7,209,471 at November 30, 2008. In addition, the United States Internal Revenue
Service has placed a tax lien on substantially all of the Company's assets as
the Company is in arrears on payment of payroll taxes, accrued prior to February
28, 2004 approximating $500,000. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. The accompanying financial
statements have been prepared assuming that that the Company will 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 financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007.

Net sales for the three months ended November 30, 2008 were $111,645, compared
to $142,189 for the three months ended November 30, 2007. This decrease was due
to increased competition for internet advertising resulting in fewer advertising
opportunities. In addition, the economic recession reduced demand for the
Company's services resulting in lower sales.


                                       12
<PAGE>

Gross profit was $96,291 for the three months ended November 30, 2008, compared
to $134,553 for the three months ended November 30, 2007. This decrease was due
to a decrease in net sales.

Selling, general and administrative expenses (SG&A) were $196,547 for the three
months ended November 30, 2008, compared to $435,198 for the three months ended
November 30, 2007. This decrease was due to reduced advertising. In addition,
the Company reduced its managerial and sales overhead in order to increase
efficiency.

Interest expense was $93,147 for the three months ended November 30, 2008 as
compared to $98,966 for the three months ended November 30, 2007.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2008 AND 2007.

Net sales for the nine months ended November 30 2008 were $340,134, compared to
$499,064 for the nine months ended November 30, 2007. This decrease was due to
increased competition for internet advertising resulting in fewer advertising
opportunities. In addition, the economic recession reduced demand for the
Company's services resulting in lower sales.

Gross profit was $287,255 for the nine months ended November 30, 2008, compared
to $434,838 for the nine months ended November 30, 2007. This decrease was due
to a decrease in net sales.

Selling, general and administrative expenses (SG&A) were $792,416 for the nine
months ended November 30, 2008, compared to $1,227,873 for the nine months ended
November 30, 2007. This decrease was due to reduced advertising. In addition,
the Company reduced its managerial and sales overhead in order to increase
efficiency.

Interest expense was $282,208 for the nine months ended November 30, 2008 as
compared to $387,275 for the nine months ended November 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES.

At November 30, 2008, the Company had $0 cash on hand. The Company continues to
suffer recurring losses and has an accumulated deficit of $22,813,204 and a
working capital deficiency of approximately $7,209,471 at November 30, 2008.

At November 30, 2008, the Company had a book overdraft of $23,757 compared to a
book overdraft of $20,162 as of February 28, 2008 and a book overdraft of
$22,267 as of November 30, 2007. This decrease in cash was due to the
accumulated losses in previous periods.

During the nine months ended November 30, 2008, $75,000 was advanced to the
Company for a period of one-hundred-twenty days at an annualized interest rate
of 10% secured by unregistered common stock of the Company. In the event of
default, the note holder shall be entitled to receive such number of
unregistered shares of the Company based upon a value of $.10 per share for any
amount of the note or interest thereon that remains unpaid after the due date.

The Company continues to meet its working capital requirements through debt and
equity funding from outside sources and internally generated funds. In addition,
the Company may have to incur increased capital expenditures as it seeks to
expand its product lines and tutorial 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 or 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.

Net cash used in operating activities during the nine months ended November 30,
2008 was $93,887, compared to $577,043 for the nine months ended November 30,
2007. This decrease was due to reduction in overhead costs and advertising
costs.

Net cash used in investing activities during the nine months ended November 30,
2008 was $17,707, compared to $34,511 for the nine months ended November 30,
2007.

Net cash provided by financing activities during the nine months ended November
30, 2008 was $111,594 compared to $611,554 for the nine months ended November
30, 2007. The decrease was due to a reduction of proceeds received from issuance
of notes payable.


                                       13
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is included in Note 3 to the
audited consolidated financial statements for the year ended February 28, 2008
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. Generally
Accepted Accounting Principles. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. These estimates and assumptions are
affected by management's application of accounting policies. Critical accounting
policies for us include revenue recognition.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         N/A.

ITEM 4T.  CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company maintains controls and procedures designed to ensure that they are
able to collect the information that is required to be disclosed in the reports
they file with the Securities and Exchange Commission (the "SEC") and to
process, summarize and disclose this information within the time period
specified in the rules of the SEC. The Company's Chief Executive Officer and
Chief Financial Officer are responsible for establishing, maintaining and
enhancing these procedures. The officer is also responsible, as required by the
rules established by the SEC, for the evaluation of the effectiveness of these
procedures.

Based on management's evaluation (with participation of our principal executive
and principal financial officer), as of the end of the period covered by this
report, the principal executive officer and principal financial officer
concluded that a deficiency was identified in the Company's internal controls
over financial reporting which constituted a "material weakness." Accordingly,
management concluded that the Company's disclosure controls and procedures were
not effective.

The material weakness was the result of an insufficient number of personnel
having adequate knowledge, experience and training to provide effective, and
timely, oversight and review over the Company's financial close and reporting
process.

CHANGES IN INTERNAL CONTROLS.

No change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
quarter ended November 30, 2008 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

The Company's management does not expect that their disclosure controls or their
internal controls over financial reporting will prevent all error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

During the year ended February 29, 2008, the Company and its subsidiary, the
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. The DOL claimed there was a
predecessor/successor relationship between the Company and The Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that The Math Channel
currently is obligated to pay based on certain compensation for each employee.
The Company has retained legal counsel to investigate and seek a resolution in
this matter. The accompanying financial statements as of November 30, 2008 do
not reflect this potential liability pending legal counsel's efforts to resolve
this matter as legal counsel continues to pursue a resolution.


                                       14
<PAGE>

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

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 has not conformed to the original schedule but has been
making periodic payments as per discussions with the creditor's counsel. 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. As of November 30, 2008, the
creditor had not sent the Company any notice of default which would allow the
Company ten days to cure before the creditor could file for a judgment.

The Company is subject to a claim for federal payroll and unemployment taxes for
approximately, $400,000, and $100,000, respectively, which the Company is
disputing. With regard to the federal payroll taxes, the Company has received
notice of a levy in the amount of $83,448.33 against certain of the Company's
assets. It has also received notice from the Federal Government and the
Department of Labor of various liens with regard to the above arrears. The
Company has filed a 941c adjustment which should eliminate all or at least a
substantial portion of these tax arrears. It is doing so under advice of legal
counsel who specializes in payroll tax issues. There is no assurance that the
Company will be successful in resolving this dispute and having these liens
removed.

ITEM 1A. RISK FACTORS

         N/A

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

During the nine months ended November 30, 2008, the Company issued the following
securities upon reliance on the exemption from registration afforded the Company
under Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"):

During the nine months ended November 30, 2008, the Company granted options to
the Chief Executive Officer of the Company for 1,200,000 shares of the Company's
common stock at an average price of $.02479. These options were valued with the
use of the Black-Scholes valuation model. These options are exercisable upon
grant, and accordingly their entire value of $29,750 has been expensed as a
general and administrative expense. These options expire ten years from the date
of grant.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         None.

ITEM 5. OTHER INFORMATION.

         None.



                                       15
<PAGE>

ITEM 6. EXHIBITS.

EXHIBIT NO.    DESCRIPTION

      31.1  Certification by Barry Reichman, the Principal Executive Officer and
            Principal Financial Officer of Multi-Media Tutorial Services, Inc.,
            pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
            of 1934, as amended.

      32.1  Certification by Barry Reichman, the Principal Executive Officer and
            Principal Financial Officer of Multi-Media Tutorial Services, Inc.,
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.

                                   SIGNATURES


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


                                     MULTI-MEDIA TUTORIAL SERVICES, INC.

Dated: January 20, 2009              By: /s/ BARRY REICHMAN
                                     -------------------------------------------
                                     Barry Reichman
                                     Chief Executive Officer and Chief Financial
                                     Officer (Principal Executive Officer)
                                     (Principal Financial Officer)
                                     of Multi-Media Tutorial Services, Inc.