<PAGE>

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

                                   FORM 10-QSB

(MARK ONE)

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

For the quarterly period ended May 31, 2006

                                       OR

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

For the transition period from ______________ to _____________

                        Commission file number: 001-25758

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                       ----------------------------------
            (NAME OF SMALL BUSINESS ISSUER SPECIFIED IN ITS CHARTER)

           DELAWARE                                              73-1293914
---------------------------------                            -------------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                   1214 EAST 15TH STREET BROOKLYN, NEW YORK 11230
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-951-1383
                                  ------------
                (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 July 11,
2006 WAS 37,670,667 SHARES.

TRANSACTIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):   YES [ ]    NO  [X]

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

                                       ii




<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      MULTI-MEDIA TUTORIAL SERVICES, INC.
                                 AND SUBSIDIARY

                       CONSOLIDATED FINANCIAL STATEMENTS
                             FOR THE QUARTERS ENDED
                         MAY 31, 2006 AND MAY 31, 2005
                                 (Unaudited)

       Consolidated Balance Sheet                                 F-1

       Consolidated Statements of Operations                      F-2

       Consolidated Statements of Cash Flows                      F-3

       Notes to Consolidated Financial Statements                 F-4 - F-7




<PAGE>


                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                                    MAY 31, 2006
--------------------------------------------------------------------------------
                                                                     (Unaudited)

                                          ASSETS

CURRENT ASSETS

      Cash                                                         $        767
      Accounts receivable, less allowance for

          doubtful accounts of $27,824                                  109,798

      Inventories                                                         2,660

      Prepaid expenses                                                   12,254
                                                                   ------------
          Total current assets
                                                                        125,479
                                                                   ------------


FURNITURE AND EQUIPMENT, net                                             15,591

INTANGIBLE ASSETS, net                                                   62,823

LONG TERM PORTION OF PREPAID EXPENSES                                    80,208

OTHER ASSETS                                                              3,000
                                                                   ------------


                                                                   $    287,101
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

      Notes payable                                                $  2,375,379

      Accounts payable and accrued expenses                           3,246,098

      Payroll taxes payable                                             630,153
                                                                   ------------
          Total Current Liabilities
                                                                      6,251,630
                                                                   ------------

LONG TERM DEBT:

      Note Payable, net of discount of $4,982                            45,018

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

          37,670,667 shares issued and outstanding                        3,767

      Stock subscription receivable                                      (4,000)

      Additional paid-in capital                                     13,792,839

      Accumulated deficit                                           (19,802,153)
                                                                   ------------
          Total Stockholders' Deficit
                                                                     (6,009,547)
                                                                   ------------


                                                                   $    287,101
                                                                   ============


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

                                       F-1



<PAGE>


                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      FOR THE THREE MONTHS ENDED
--------------------------------------------------------------------------------
                                                  May 31,             May 31,
                                                   2006                2005
                                               ------------        ------------
                                                (Unaudited)        (Unaudited)


NET SALES                                      $    246,319        $    303,937

COST OF SALES                                        16,931              35,431
                                               ------------        ------------

GROSS PROFIT                                        229,388             268,506

SELLING, GENERAL AND ADMINISTRATIVE                 304,100             281,072
                                               ------------        ------------

LOSS FROM OPERATIONS                                (74,712)            (12,566)

INTEREST EXPENSE                                     56,973              52,773
                                               ------------        ------------

NET LOSS                                       $   (131,685)       $    (65,339)
                                               ============        ============

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

WEIGHTED-AVERAGE SHARES OUTSTANDING              37,220,667          34,594,580
                                               ============        ============


   The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-2



<PAGE>


<TABLE>
                                                           MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                AND SUBSIDIARY
                                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                    FOR THE THREE MONTHS ENDED
----------------------------------------------------------------------------------------------

                                                                       May 31,        May 31,
                                                                        2006           2005
                                                                      ---------      ---------
                                                                     (Unaudited)    (Unaudited)

<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

      Net loss                                                        $(131,685)     $ (65,339)
Adjustments to reconcile net loss to net cash
      (used in) provided by operating activities

         Depreciation and amortization                                    7,857          6,550

         Amortization of deferred compensation expense                       --         16,350

         Amortization of debt discount                                      293             --
         Non-cash expense related to amortization of prepaid

             consulting expenses acquired with notes payable              7,292             --

         Non-cash expense related to stock based compensation             4,578
         Common stock payment of

             Services                                                        --          4,500
Changes in Operating assets and Liabilities:

      Accounts receivable                                                13,246         26,115

      Inventories                                                         4,765          7,823

      Prepaid expenses and other assets                                  (1,256)           280

      Accounts Payable and accrued expenses                              18,624          4,612
                                                                      ---------      ---------
Net cash (used in) provided by operating activities
                                                                        (76,286)           891
                                                                      ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES

      Purchase of furniture and equipment                                    --           (175)

      Increase in intangibles                                           (12,101)        (7,178)
                                                                      ---------      ---------
Net cash used in investing activities
                                                                        (12,101)        (7,353)
                                                                      ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds from issuance of notes payable                            87,500         11,000

      Repayment of note payable                                          (1,000)            --
                                                                      ---------      ---------

Net cash provided by financing activities                                86,500         11,000
                                                                      ---------      ---------


Net (decrease) increase in cash                                          (1,887)         4,538


CASH, BEGINNING OF PERIOD                                                 2,654          1,843
                                                                      ---------      ---------


CASH, END OF PERIOD                                                   $     767      $   6,381
                                                                      =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

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

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Common stock issued:
         in settlement of accounts payable and accrued
         expenses                                                     $  12,500      $      --
                                                                      =========      =========

         with debt                                                    $   5,275      $      --
                                                                      =========      =========

         exercise of option / stock subscription receivable           $   4,000      $      --
                                                                      =========      =========
      Debt issued for

         Consulting services                                          $  87,500      $      --
                                                                      =========      =========

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

                                           F-3


</TABLE>


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     FOR THE THREE MONTHS ENDED MAY 31, 2006 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2005 (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-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all material adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended May 31, 2006 are not necessarily
indicative of the results that may be expected for the year ended February 28,
2007. 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, 2006.

NOTE 2 - GOING CONCERN

The accompanying 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 approximately $19,802,000 and a working
capital deficiency of approximately $6,126,000 at May 31, 2006. The 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 of approximating $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 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 consolidated financial statements include the accounts of Multi-Media
Tutorial Services, Inc. and its wholly-owned subsidiaries, VTS and 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 three months or less when purchased as cash equivalents.

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.


                                          F-4



<PAGE>

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. Under this transition method, compensation cost
associated with stock-based awards recognized in the first quarter of fiscal
year 2007 includes 1) quarterly amortization related to the remaining unvested
portion of stock-based awards granted prior to December 15, 2005, based on the
grant date fair value estimated in accordance with the original provisions of
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, ("SFAS 123"); and 2) would include quarterly amortization related
to stock-based awards granted subsequent to March 1, 2006, based on the
grant-date fair value estimated in accordance with the provisions of SFAS 123R.
No options were granted subsequent to March 1, 2006. In addition, 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.

Prior to March 1, 2006, the Company accounted for stock-based awards using the
intrinsic value method of accounting in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25").
Under the intrinsic value method of accounting, no compensation expense was
recognized in the company's consolidated statements of operations when the
exercise price of the Company's employee stock option grant equaled the market
price of the underlying common stock on the date of grant and the measurement
date of the option grant is certain. Under SFAS 123R, the company remeasures the
intrinsic value of the options at the end of each reporting period until the
options are exercised, cancelled or expire unexercised. As of March 1, 2006,
14,474,348 million options with a weighted average exercise price of $0.10 and a
weighted average remaining life of approximately 4.18 years, remain outstanding
and continue to be remeasured at the intrinsic value over their remaining
vesting period ranging from 3.75 years to 4.5 years. 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 give 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 and the
assumptions noted in the following table.

                                           For the Three Months Ended
                                                    May 31,
                                              -------------------
                                              2006          2005
                                              ----          ----
         Risk free interest rate ..........     *           4.35%
         Expected life ....................     *          10 yrs
         Dividend rate ....................     *           0.00%
         Expected volatility ..............     *            244%
         ---------

         * The company did not grant any option during the three months ended
         May 31, 2006.

The Company recorded $4,578 of compensation expense, net of related tax effects,
relative to stock options for the quarter ended May 31, 2006 in accordance with
SFAS 123R. Net loss per share basic and diluted for this expense is
approximately ($0.00) and ($0.00), respectively.

No stock options were granted or exercised during the three months ended May 31,
2006. As of May 31, 2006, there is approximately $71,573 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 4.125
years.

The table below sets out the pro forma amounts of net income and net income per
share that would have resulted for the three months ended May 31, 2005, if the
company accounted for its employee stock plans under the fair value recognition
provisions of SFAS 123.

                                                                  For the Three
                                                                   Months Ended
                                                                   May 31, 2005
                                                                  --------------
Net loss available to common shareholders, as reported ...........  $ (65,339)

Deduct: total stock-based employee compensation determined
    under fair value based method for all awards, net of
    related tax effects ..........................................     (3,609)
                                                                    ---------
Pro-forma net loss available to common shareholders ..............  $ (68,948)
                                                                    =========

Earnings per share:
    Basic and diluted- as reported ...............................  $   (0.00)
                                                                    =========
    Basic and diluted- pro-forma .................................  $   (0.00)
                                                                    =========


                                       F-5



<PAGE>

Recent Accounting Pronouncements
---------------------------------

In March 2006, the FASB issued SFAS No. 156, which amends SFAS No. 140. This
statement establishes, among other things, the accounting for all separately
recognized servicing assets and servicing liabilities. This statement amends
SFAS No. 140 to require that all separately recognized servicing assets and
servicing liabilities be initially measured at fair value, if practicable. SFAS
No. 156 permits, but does not require, the subsequent measurement of separately
recognized servicing assets and servicing liabilities at fair value. An entity
that uses derivative instruments to mitigate the risks inherent in servicing
assets and servicing liabilities is required to account for those derivative
instruments at fair value. Under SFAS No. 156, an entity can elect subsequent
fair value measurement to account for its separately recognized servicing assets
and servicing liabilities. By electing that option, an entity may simplify its
accounting because this statement permits income statement recognition of the
potential offsetting changes in fair value of those servicing assets and
servicing liabilities and derivative instruments in the same accounting period.
SFAS No. 156 is effective for financial statements for fiscal years beginning
after September 15, 2006. Earlier adoption of SFAS No. 156 is permitted as of
the beginning of an entity's fiscal year, provided the entity has not yet issued
any financial statements for that fiscal year. SFAS No. 156 is not expected to
have a significant impact on the Company's consolidated financial statements.

Management does not believe that recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying financial statements.


NOTE 3 - NOTES PAYABLE

At May 31, 2006 the Company was obligated for the following:

Short-Term Notes Payable:
-------------------------

<TABLE>
<S>                                                                                   <C>
         8-10% notes, unsecured, payable on demand. During the year ended
         February 28, 2006 the Company was loaned various advances totaling
         $32,500. These advances accrue interest based on an annualized rate of
         10% per annum. As with the other notes payable in this category, the
         notes are due upon demand                                                    $   1,322,313

         Non-interest bearing notes, unsecured, payable on demand                           201,676

         17% convertible unsecured notes payable on demand; the notes are
         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 can
         not be lower than $0.55 per share, or more than $3.55 per share                    250,000

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

         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                75,000


         On April 10, 2006, the Company issued demand notes totaling $37,500
         accruing 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. 37,500

         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.
         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. During the three months ended May 31, 2006 the Company has
         expensed $7,292 of this prepaid expense.                                            87,500

                                                                                      -------------
                                                                                      $   2,375,379
                                                                                      ==============



                                               F-6


<PAGE>

Long-Term Note Payable:
-------------------------

        On April 10, 2006, the Company issued a 10% unsecured convertible
        promissory note in the amount of $50,000, referred to as "Series E"
        notes. Issued with the debt were 250,000 shares of the Company's common
        stock value at $5,275, which the Company recorded as a discount on debt
        that is being amortized and expensed as interest over the life of the
        debt, or until such time as the debt is converted. During the three
        months ended May 31, 2006 the Company amortized $293 of this debt
        discount. The debt is convertible at of $.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, is due and payable on or before
        April 10, 2009, and is classified as long term debt.                          $      50,000

                                                                                      -------------
                                                                                             50,000
          Less: Unamortized portion of Debt Discount                                         (4,982)
                                                                                      --------------
                                                                                      $      45,018
                                                                                      ==============
</TABLE>

Certain of the above notes payable are from shareholders of the Company.


NOTE 4 - COMMON STOCK

-      In April 2006, the Company issued 250,000 shares of common stock at a
       market price of $0.05 per share, for payment of previously accrued legal
       fees of $12,500.

-      In April 2006, the Company issued 400,000 shares of common stock upon the
       exercise of options for $0.01 per share. The Company is awaiting proceeds
       from this option exercise, expected in the second quarter of the year
       ended February 28, 2007. The Company has recorded this stock issuance as
       a stock subscription receivable of $4,000.


NOTE 5 - COMMITMENTS

In May 2006 the Company entered into a one year consulting agreement commencing
on June 1, 2006. In lieu of cash payment under this agreement, the Company will
issue 500,000 shares of common stock subsequent to May 31, 2006.


                                       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, 2006 AND 2005, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

RESULTS OF OPERATIONS FOR THE FISCAL QUARTERS ENDED MAY 31, 2006 AND 2005.

         Net sales for the fiscal quarter ended May 31, 2006 (the "2006 Period")
were $246,319 compared to $303,937 in the fiscal quarter ended May 31, 2005 (the
"2005 Period"). The Company elected to scale back its advertising expenditures
during the spring quarter ended May 31, 2006 which resulted in lower sales for
the period. This course of action was based upon what appears to have been a
temporary surge in on-line advertising rates which would have further increased
lead acquisition costs resulting in unprofitable sales and a higher net loss for
the period.

         Gross profit was $229,388 in the 2006 Period compared to $268,506 in
the 2005 Period. Lower sales resulted in lower gross profit. The Gross profit as
a % of sales went from 88% for the May 31, 2005 quarter to 93% for the May 31,
2006 quarter. The increase in gross profit as a percent of sales is a result of
lower duplication costs for the Company's programs.

         General and administrative and Selling and marketing expenses were
$304,100 in the 2006 Period compared to $281,072 for the 2005 Period. During
this period, the Company's marketing and personnel costs were somewhat higher
than those incurred in the quarter ended May 31, 2005.

          Net Loss from operations was $74,712 in the 2006 period compared to
$12,566 in the 2005 period. This is a result of some of the factors mentioned
above, such as lower sales, combined with an increase in marketing and
personnel expenses in the quarter ended May 31, 2006.

       Interest expense was $56,973 in the 2006 period as compared to $52,773 in
the 2005 period. The Company has entered into new notes payable subsequent to
May 31, 2005, resulting in increased interest expense for the May 31, 2006
quarter.


                                        2



<PAGE>

LIQUIDITY AND CAPITAL RESOURCES.

         At May 31, 2006, the Company had a working capital deficiency of
approximately $6,126,000. In addition, the Company continues to suffer recurring
losses and has an accumulated deficit of approximately $19,802,000. In addition,
the 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 of 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.

         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 report of our independent registered auditors on our consolidated
financial statements for the years ended February 28, 2006 and February 29, 2005
contains an explanatory paragraph, which indicates that we have incurred losses
and have a working capital deficiency. This report raises substantial doubt
about our ability to continue as a going concern. This report is not viewed
favorably by analysts or investors and may make it more difficult for us to
raise additional debt or equity financing needed to run our business.

         The Company's cash was $767 at May 31, 2006 compared to $6,381 at May
31, 2005.

         Net cash used in operating activities in 2006 was $76,286 compared to
net cash provided by operating activities of $891 in 2005.

         Net cash used in investing activities in 2006 was $12,101 compared to
net cash used of 7,353 in 2005.

         Net cash provided from financing activities in 2006 was $86,500,
compared to $11,000 in 2004.


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, 2006
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 Principals. 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.


                                        3



<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures - As of May 31, 2006, 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 three months ended May 31, 2006 that has materially affected, or
is reasonably likely to materially affect, the Company's internal control over
financial reporting.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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
$83,448.33 against certain of the Company's assets. It has also received notice
from the Federal Government and the Department of Labor of various liens with
regard to the above arrears. The Company is in the process of filing a 941c
adjustment which should eliminate all or at least a substantial portion of these
tax arrears. It is doing so under 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.

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


                                        4



<PAGE>

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

-        On April 10, 2006, the Company issued a 10% unsecured convertible
         promissory note in the amount of $50,000, referred to as "Series E"
         notes. Issued with the debt were 250,000 shares of the Company's common
         stock value at $5,275, which the Company recorded as a discount on debt
         that is being amortized and expensed as interest over the life of the
         debt, or until such time as the debt is converted. During the three
         months ended May 31, 2006 the Company amortized $293 of this debt
         discount. The debt is convertible at of $.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, is due and payable on or before
         April 10, 2009, and is classified as long term debt.

-        On April 10, 2006, the Company issued demand notes totaling $37,500
         accruing 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.

-        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.
         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.
         During the three months ended May 31, 2006 the Company has expensed
         $7,292 of this prepaid expense.

-        In April 2006, the Company issued 250,000 shares of common stock at a
         market price of $0.05 per share, for payment of previously accrued
         legal fees of $12,500.

-        In April 2006, the Company issued 400,000 shares of common stock upon
         the exercise of options for $0.01 per share. The Company is awaiting
         proceeds from this option exercise, expected in the second quarter of
         the year ended February 28, 2007. The Company has recorded this stock
         issuance as a stock subscription receivable of $4,000.

All of the above shares were issued in reliance upon Section 4(2) of the
Securities Act of 1933, as amended (the "1933 Act") in view of the following:

         o        None of these issuances involved underwriters, underwriting
                  discounts or commissions.

         o        Restrictive legends were and will be placed on all
                  certificates issued as described above.

         o        The distribution did not involve general solicitation or
                  advertising.

         o        The distributions were made only to investors who were
                  sophisticated enough to evaluate the risks of the investment.

In addition to representations given to us by the above-referenced investors, we
have made independent determinations that all of the above-referenced persons
were accredited or sophisticated investors, and that they were capable of
analyzing the merits and risks of their investment, and that they understood the
speculative nature of their investment.

Furthermore, all of the above-referenced persons were provided the opportunity
to obtain any additional information, to the extent we possessed such
information, necessary to verify the accuracy of the information to which the
investors were given access.

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None


                                                    5



<PAGE>

ITEM 6.  EXHIBITS

(a) Exhibits:

       31    Rule 13a - 14(a)/15d - 14(a) Certification, as adopted pursuant to
             Section 302 of the Sarbanes Oxley Act of 2002

       32    Certification of the 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



                                                       6



<PAGE>

                                   SIGNATURES

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

                                            MULTI-MEDIA TUTORIAL SERVICES, INC.

Date: July 17, 2006                     By: /S/ Barry Reichman
                                            -----------------------------------
                                            Barry Reichman
                                            Chief Executive Officer and
                                            Chief Financial Officer


                                              7