<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, 2001

                                       OR

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

For the transition period from ______________ to _____________

                        Commission file number: 001-25758

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

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

                   205 KINGS HIGHWAY BROOKLYN, NEW YORK 11223
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-234-0404
                                  ------------
                (Issuer's telephone number, including area code)


         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

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

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:


                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
                               REDEEMABLE WARRANTS
                               -------------------
                                (Title of Class)


<PAGE>

CHECK WHETHER THE ISSUER: (I) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (II) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X     NO
                                                             ----     ----

THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK AS OF JULY 16,
2001 WAS 16,567,287 SHARES.

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

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

                                       ii


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


<PAGE>

                      MULTI-MEDIA TUTORIAL SERVICES, INC.
                                 AND SUBSIDIARY

                       CONSOLIDATED FINANCIAL STATEMENTS
                             FOR THE QUARTERS ENDED
                         MAY 31, 2001 AND MAY 31, 2000


       Consolidated Balance Sheet                                 F-1 - F-2

       Consolidated Statement of Operations                       F-3

       Consolidated Statement of Stockholder's Deficit            F-4

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

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







<PAGE>


                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                             MAY 31, 2001 (UNAUDITED) AND FEB 28, 2001 (AUDITED)
--------------------------------------------------------------------------------


                                     ASSETS
                                                        MAY 31,     FEBRUARY 28,
                                                         2001           2001
                                                     ------------   ------------
                                                     (UNAUDITED)      (AUDITED)
CURRENT ASSETS
Accounts receivable                                  $    29,905    $    45,867
Inventories                                               77,318         82,599
Prepaid income taxes                                       3,453          3,470
Prepaid expenses                                          70,687         70,101
Due from related party                                      __            1,426

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

         Total current assets                            181,363        203,463

FURNITURE AND EQUIPMENT, net                              90,174        100,384
INTANGIBLE ASSETS, net                                   158,825        175,075
RESTRICTED CASH                                           10,000         10,000
OTHER ASSETS                                              21,420         21,420
                                                     ------------   ------------

                  TOTAL ASSETS                       $   461,782    $   510,342
                                                     ============   ============

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



                                       F-1

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                        MAY 31, 2001 (UNAUDITED) AND FEBRUARY 28, 2001 (AUDITED)
--------------------------------------------------------------------------------


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

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

CURRENT LIABILITIES
     Book overdraft                                  $   131,478    $    64,442
     Short-term notes payable                          1,467,176      1,430,676
     Convertible promissory notes                        761,190        761,190
     Capital lease obligations                           161,379        180,000
     Due to related party                                    414            -
     Accounts payable                                  1,389,985      1,393,356
     Accrued payroll and other expenses                  310,567        328,486
     Accrued interest                                    706,892        656,199
                                                     ------------   ------------

              Total liabilities                      $ 4,929,081    $ 4,814,349
                                                     ------------   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Preferred stock, Series A, $0.01 par value
         1,000,000 shares authorized
         no shares issued and outstanding                                    --
     Preferred stock, Series B, $0.01 par value
         50 shares authorized
         no shares issued and outstanding                                    --
     Common stock, $0.01 par value
         20,000,000 shares authorized and
         16,567,287 shares issued and outstanding        165,674        164,574
     Common stock committed, $0.01 par value              41,966         25,920
     Additional paid-in capital                       12,262,466     12,260,266
     Accumulated deficit                             (16,937,405)   (16,754,767)
                                                     ------------   ------------

              Total stockholders' deficit             (4,467,299)    (4,304,007)
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $   461,782    $   510,342
                                                     ============   ============

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




                                       F-2
<PAGE>

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


                                              FOR THE THREE MONTHS ENDED MAY 31,

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

NET SALES                                            $   496,735    $   525,255

COST OF SALES                                             15,040         82,487
                                                     ------------   ------------

GROSS PROFIT                                             481,695        442,768
                                                     ------------   ------------
OPERATING EXPENSES
     Selling and marketing                               262,310        254,562
     General and administrative                          281,944        232,624
     Depreciation and amortization                        31,460         52,000
     Stock-based compensation                             10,500         36,250
                                                     ------------   ------------

         Total operating expenses                        586,214        575,436
                                                     ------------   ------------

LOSS FROM OPERATIONS                                    (104,519)      (132,688)
                                                     ------------   ------------

OTHER EXPENSE
     Non-cash interest charges                            (8,846)      (357,908)
     Interest expense                                    (69,273)       (99,909)
                                                     ------------   ------------

         Total other expense                            (78,119)       (457,817)
                                                     ------------   ------------

NET LOSS                                             $  (182,638)   $  (590,485)
                                                     ============   ============

BASIC LOSS PER SHARE                                 $     (0.01)   $     (0.06)
                                                     ============   ============

DILUTED LOSS PER SHARE                               $     (0.01)   $     (0.06)
                                                     ============   ============

WEIGHTED-AVERAGE SHARES OUTSTANDING                   16,749,259      9,866,075
                                                     ============   ============

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



                                       F-3
<PAGE>
<TABLE>
                                                                                                 MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                                                      AND SUBSIDIARY
                                                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                                 FOR THE THREE MONTHS ENDED MAY 31, 2001 (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                Common Stock                Common       Additional
                                       -----------------------------        Stock         Paid-In       Accumulated
                                            Shares          Amount        Committed       Capital         Deficit          Total
                                       -------------   -------------   -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
BALANCE, FEB 28, 2001                     16,457,287    $   164,574    $     25,920    $ 12,260,266    $(16,754,767)   $ (4,304,007)
ISSUANCE OF COMMON STOCK FOR
      Interest                               110,000          1,100                          2,200                            3300
Common stock committed for
      Services                                                               10,500                                          10,500
      Interest                                                                5,546                                          5,546

NET Loss                                                                                                 (182,638)       (182,638)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, MAY 31, 2001 (UNAUDITED)    16,567,287    $    165,674    $    41,966    $ 12,262,466    $(16,937,405)   $ (4,467,299)
                                       =============   =============   =============   =============   =============   =============
</TABLE>

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



                                       F-4

<PAGE>
<TABLE>
                                                         MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                              AND SUBSIDIARY
                                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 FOR THE THREE MONTHS ENDED MAY 31, 2001 AND
                                          FOR THE THREE MONTHS ENDED MAY 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------------------

<CAPTION>
                                                          FOR THE THREE MONTHS ENDED MAY 31,

                                                                    2001            2000
                                                               -------------   -------------
                                                                (UNAUDITED)     (UNAUDITED)
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                      (182,638)    $  (590,485)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                          31,460          52,000
              Below-market conversion feature of
              convertible debt                                                      357,908
         Common stock committed and issued for services              10,500          17,500
         Stock options issued for services                                           18,750
         Common stock committed and issued for interest               8,846
     (Increase) decrease in
         Restricted cash                                                  -          25,000
         Accounts receivable                                         15,962         (48,850)
         Inventories                                                  5,281           3,424
         Prepaid expenses                                              (569)         (3,800)
         Increase (decrease) in
         Due to related party                                         1,840         (42,600)
         Accounts payable                                            (3,371)        (81,497)
         Accrued payroll and other expenses                         (17,919)        (69,879)
         Accrued interest                                            50,693          54,128
                                                               -------------   -------------

Net cash used in operating activities                               (79,915)       (308,401)
                                                               -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                             (4,700)         (7,003)
     Increase in intangibles                                           (300)        (19,140)
                                                               -------------   -------------

Net cash used in investing activities                                (5,000)        (26,143)
                                                               -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayment of capital lease obligations                         (18,621)             --
     Proceeds from issuance of notes payable                         36,500         387,500
     Repayment of notes payable                                         -           (12,000)
                                                               -------------   -------------

Net cash provided by (used in) financing activities                  17,879         375,500
                                                               -------------   -------------
</TABLE>

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



                                       F-5

<PAGE>

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

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


                                                    FOR THE MONTHS ENDED MAY 31,

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

Net increase (decrease) in cash and cash
  equivalents                                        $   (67,036)   $    40,956

CASH AND CASH EQUIVALENTS (BOOK OVERDRAFT),
  BEGINNING OF YEAR                                      (64,442)       (46,692)
                                                     ------------   ------------
Cash and Cash Equivalent
(BOOK OVERDRAFT), END OF YEAR                        $  (131,478)   $    (5,736)
                                                     ============   ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION

     INTEREST PAID                                   $    18,580    $    46,200
                                                     ============   ============

     INCOME TAXES PAID                               $       910    $     6,400
                                                     ============   ============


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the three months ended May 31, 2001, the Company committed to issue
405,457 shares of common stock for $16,046 of consulting services rendered and
interest expense incurred.

During the three months ended May 31, 2001, the Company issued 110,000 shares of
common stock for $3,300 of financing costs.


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



                                      F-6

<PAGE>

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

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


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

During the three months ended May 31, 2000, the Company converted $100,000 of
notes payable into 1,600,000 shares of common stock.

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

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

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

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




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



                                       F-7


<PAGE>

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

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


BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Multi-Media Tutorial Services, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principals for interim financial
information and in accordance with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principals for complete financial statements. In the opinion
of management, all material adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended May 31, 2001 are not
necessarily indicative of the results that may be expected for the year ended
February 28, 2002. The information contained in this Form 10-QSB should be read
in conjunction with the audited financial statements filed as part of the
Company's Form 10-KSB ending February 28, 2001.

NET LOSS PER SHARE

The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is
computed by dividing loss available to common stockholders by the
weighted-average number of commons shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. For the years ended February 28, 2001 and February
28, 2000, the Company incurred net losses; therefore, basic and diluted loss per
share are the same.

COMPREHENSIVE INCOME

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

                                       F-8


<PAGE>

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

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


STOCKHOLDER'S EQUITY

During the first three months ended May 31, 2001, the Company commiteed to issue
405,457 common shares for $16,046 of consulting services rendered and interest
expense incurred.

In addition, the Company issued 110,000 shares of common stock for financing
costs valued at $3,300.


STOCK OPTIONS

The Company uses APB Opinion No. 25 "Accounting for Stock Issued to Employees"
to calculate the compensation expense related to the grant of options to
purchase Common Stock under the intrinsic value method. Accordingly, the Company
makes no adjustments to its compensation expense or equity accounts for the
grant of options. The Company granted options for the period ended May 31, 2000.

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


SUBSEQUENT EVENTS

Subsequent to May 31, 2001 the company issued 694,000 options at an exercise
price ranging from $0.04 to $0.07. These options were issued for consulting
services and to employees.

                                       F-9

<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, 2001 AND 2000, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

         RESULTS OF OPERATIONS FOR THE FISCAL QUARTERS ENDED MAY 31, 2001 AND
2000. Net sales for the fiscal quarter ended May 31, 2001 (the "2001 Period")
were $496,735 compared to $525,255 in the fiscal quarter ended May 31, 2000 (the
"2000 Period").

         Gross profit was $481,695 in the 2001 Period compared to $442,768 in
the 2000 Period.

         Selling and marketing expenses were $262,310 in the 2001 Period
compared to $254,562 for the 2000 Period.

         General and administrative expenses were $281,944 in the 2001 Period
compared to $232,634 in the 2000 Period.

         Interest expense was $69,273 in the 2001 Period compared to $99,909 in
the 2000 Period. The Company also had non-cash interest charges of $8,846 in
the 2001 Period.

         Net loss from operations before depreciation, amortization, interest
expense and non-cash interest charges was $73,059 for the 2001 Period as
compared to $80,688 for the 2001 Period.

         Net Loss from operations was $182,638 in the 2001 Period compared to
$590,485 in the 2000 Period. The non-recurring, non-cash interest charges
constituted $8,846 in the 2001 Period. Losses before non-recurring, non-cash
interest charges, depreciation and amortization were 143,332 and 180,597 for the
2001 Period and the 2000 Period respectively.

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

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

         The Company has maintained its teleservicing division which specializes
in sales and customer service for third party accounts. The Company has
undertaken an increased focus on attracting new teleservicing accounts through
senior management's direct involvement and initiative.

         The Company has maintained its teleservicing division which specializes
in sales and customer service for third party accounts. The Company has
undertaken an increased focus on attracting new teleservicing accounts through
senior management's direct involvement and initiative.

                                       3
<PAGE>

         Management also took steps to transition its educational sales from
off-line advertising to an internet model. The Company developed a fully
functioning e-commerce site, 1800USAMATH.COM, and has developed an advertising
strategy designed to procure leads from other educational and family related
sites at a lower cost per lead than what the Company had been paying for
off-line leads. Additionally, the Company is developing its product line for
on-line learning, which it intends to provide on a subscription basis.

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

         Net cash used in operations in the 2001 Period was $79,915 compared to
$308,401 in the 2000 Period.

         Net cash used in investing activities in the 2001 Period was $5,000
compared to $26,143 in the 2000 Period.

         Net cash provided from financing activities in the 2001 Period was
$17,879, compared to $375,000 in the 2000 Period.

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

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

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

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

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

         From November, 1999, to June, 2000, the Company issued approximately
$763,000 of convertible, unsecured promissory notes. The notes bear interest at
the rate of 10% PER ANNUM, and are due 10-months following the date of issuance.
The notes are convertible into Common Stock at the lesser of: (i) $0.50 per
share, or (ii) 50% of the average of the closing bid price for the Common Stock
during the five (5) days immediately preceding conversion. However, the notes
may not be converted at a price of less than $0.10 per share. The notes may be
converted into a number of shares of common stock of the Company's subsidiary,
The Tutorial Channel.com, equal to 1% of the issued and outstanding shares of
common stock of such subsidiary for each $25,000 principal amount with respect
to $600,000 of certain of these notes (Series A Notes), and equal to 0.25% of
the issued and outstanding shares of common stock of such subsidiary for each
$25,000 principal amount with respect to $163,000 of certain of these notes
(Series B Notes). Each class of these notes is convertible on the earlier of (i)
the last business day preceding the filing of the first registration statement
for the common stock of such subsidiary, or (ii) December 1, 2000. As of May 31,
2001, $573,361.10 of these notes we converted into 5,733,611 shares of common
stock.

                                       4
<PAGE>

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

         As of February 2, 2000, the Company converted an account payable of
$135,500 due to its former accountants, Holtz Rubenstein & Co., LLP, into a
one-year Series B Note, in the principal amount of $135,500, bearing interest at
the rate of 10% PER ANNUM.

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

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

         In July, 2001, the Company issued 405,457 common shares in satisfaction
of $16,046 of consulting services.

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

         The Company has made a settlement with one of its creditors that had
begun litigation, whereby it has settled a $235,000 claim for $190,000 with a 29
month payout schedule. In addition, the Company has been sued by a vendor for
approximately $100,000, and the Company has asserted a counterclaim for lack of
maintaining the service contract against the vendor seeking damages in the sum
of $500,000. The Company is also being sued by a vendor for $149,000. The
Company has reached an agreement with this vendor to settle this dispute with a
schedule of payments. The Company has also reached agreements with certain of
its other vendors relating to obligations in the aggregate amount of
approximately $700,000 and has made schedules of payments. The Company's ongoing
revenues are not sufficient to enable the Company to fully comply with these
payment schedules. However, The Company has been able to receive extensions of
these schedules where it has not been able to comply with the agreed schedules.
These extensions have been in the form of agreements on a week by week basis
with no assurance that any of these creditors will not, at some point in the
future, declare the Company in default of its obligations. The Company has, from
time to time, obtained additional funding from investors which have enabled it
to make up some of the shortages in the scheduled payments. Failure to cure a
default in payment schedules could result in the entry of a judgment against the
Company. In addition, the Company is in arrears for federal and state payroll
tax and unemployment tax in the approximate amount of $100,000. The Company has
made payment arrangement with the New York State Department of Taxation with the
New York State Department of Labor.

         The Company continues to meet its working capital requirements through
debt and equity funding from outside sources and internally generated funds. In
September, 2000 the Company received $100,000 in funding and issued 1,000,00
shares of common stock and 1,000,000 warrants. In January 2001, the Company
received $25,000 in funding and issued 125,000 shares and 125,000 warrants and a
debenture in the amount of $25,000. In addition, the Company may have increased
capital requirements as it seeks to expand its product lines and customized
telemarketing services. In order to meet its current and future cash
requirements, the Company is in discussions to negotiate additional debt and
equity financing. There can be no assurance that any financing will be
successful nor that the Company will be able to fund internally its working
capital requirements or meet its debt repayment obligations. In the event that
the Company is unable to secure additional financing, it may be obligated to
significantly reduce its operations and seek to sell assets, which would have a
material adverse affect on the Company's prospects and financial results.

         The Company has received a report from its independent public
accountants, which has been filed with the Company's Annual Report on Form
10-KSB for the fiscal year ended February 28, 2001, that includes an explanatory
paragraph describing the uncertainty as to the ability of the Company's
operations to continue as a going concern.

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

YEAR 2000

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

                                       5
<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE

         THE COMPANY IS CURRENTLY SUBJECT TO THE REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND IN
ACCORDANCE THEREWITH FILES REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH
THE COMMISSION. SUCH REPORTS, PROXY STATEMENTS AND OTHER INFORMATION MAY BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES OF THE COMMISSION AT
JUDICIARY PLAZA, 450 FIFTH STREET, N.W., WASHINGTON D.C. 20549; AT ITS NEW YORK
REGIONAL OFFICE, SUITE 1300, 7 WORLD TRADE CENTER, NEW YORK, NEW YORK, 10048;
AND AT ITS CHICAGO REGIONAL OFFICE, 500 WEST MADISON STREET, SUITE 1400,
CHICAGO, ILLINOIS 60661, AND COPIES OF SUCH MATERIALS CAN BE OBTAINED FROM THE
PUBLIC REFERENCE SECTION OF THE COMMISSION AT ITS PRINCIPAL OFFICE IN
WASHINGTON, D.C., AT PRESCRIBED RATES. IN ADDITION, SUCH MATERIALS MAY BE
ACCESSED ELECTRONICALLY AT THE COMMISSION'S SITE ON THE WORLD WIDE WEB, LOCATED
AT HTTP://WWW.SEC.GOV.


                                       6
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The Company has made a settlement with one of its creditors that had begun
litigation, whereby it has settled a $235,000 claim for $190,000 with a 29 month
payout schedule. In addition, the Company has been sued by a vendor for
approximately $100,000, and the Company has asserted a counterclaim for lack of
maintaining the service contract against the vendor seeking damages in the sum
of $500,000. The Company is also being sued by a vendor for $149,000. The
Company has reached an agreement with this vendor to settle this dispute with a
schedule of payments. The Company has also reached agreements with certain of
its other vendors relating to obligations in the aggregate amount of
approximately $700,000 and has made schedules of payments. The Company's ongoing
revenues are not sufficient to enable the Company to fully comply with these
payment schedules. However, The Company has been able to receive extensions of
these schedules where it has not been able to comply with the agreed schedules.
These extensions have been in the form of agreements on a week by week basis
with no assurance that any of these creditors will not, at some point in the
future, declare the Company in default of its obligations. The Company has, from
time to time, obtained additional funding from investors which have enabled it
to make up some of the shortages in the scheduled payments. Failure to cure a
default in payment schedules could result in the entry of a judgment against the
Company. In addition, the Company is in arrears for federal and state payroll
tax and unemployment tax in the approximate amount of $100,000. The Company has
made payment arrangement with the New York State Department of Taxation with the
New York State Department of Labor.


ITEM 2.  CHANGES IN SECURITIES

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

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

         In July, 2001, the Company issued 405,457 common shares in satisfaction
of $16,046 of consulting services.

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


ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (b) REPORTS ON FORM 8-K - The Company did not file any Reports on Form
         8-K during the quarter ended May 31, 2001.



                                       7
<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 23, 2001                    By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer


                                       8