<PAGE>

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

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended August 31, 2002
                                       OR

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

For the transition period from ______________ to _____________

                        Commission file number: 001-25758

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                       ----------------------------------
            (Name of small business issuer specified in its charter)

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

                   205 Kings Highway Brooklyn, New York 11223
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

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


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

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

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


                     Common Stock, $0.01 par value per share
                               Redeemable Warrants
                               -------------------
                                (Title of Class)

<PAGE>

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

The number of shares outstanding of the issuer's Common Stock as of August 31,
2002 was 17,650,667 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 BALANCE SHEET
                          AUGUST 31, 2002 (UNAUDITED) AND FEB 28, 2002 (AUDITED)

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

                                     ASSETS

                                           AUGUST 31, 2002     FEBRUARY 28, 2002
                                          -----------------    -----------------
                                             (UNAUDITED) (AUDITED)
CURRENT ASSETS
Cash and cash equivalents                 $          1,780     $             --
Accounts receivable                                 15,680               65,657
Inventories                                         65,003               72,859
Prepaid expenses                                    76,118               69,785
                                          -----------------    -----------------

         Total current assets                      158,581              208,301

FURNITURE AND EQUIPMENT, NET                        67,494               74,524
INTANGIBLE ASSETS, NET                              90,663              108,820
RESTRICTED CASH                                      2,500                2,500
OTHER ASSETS                                        20,820               20,820
                                          -----------------    -----------------

                  TOTAL ASSETS            $        340,058     $        414,965
                                          =================    =================



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

                                        F-1


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                     AUGUST 31, 2002 (UNAUDITED) AND FEBRUARY 28, 2002 (AUDITED)

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


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                           AUGUST 31, 2002     FEBRUARY 28, 2002
                                          -----------------    -----------------
                                             (UNAUDITED) (AUDITED)

CURRENT LIABILITIES
     Book overdraft                       $             --     $         30,228
     Short-term notes payable                    1,477,676            1,465,176
     Convertible promissory notes                  738,890              750,890
     Capital lease obligations                     161,379              161,379
     Due to related party                            4,295                4,445
     Accounts payable                            1,564,026            1,534,842
     Accrued payroll and other expenses            720,263              625,840
     Accrued interest                              960,459              857,234
                                          -----------------    -----------------


Total liabilities                                5,626,988            5,430,034
                                          -----------------    -----------------

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
         17,650,667 shares issued and
         outstanding                               176,508              176,508
     Common stock committed, $0.01 par value        34,849               32,033
     Additional paid-in capital                 12,341,720           12,341,720
     Accumulated deficit                       (17,840,007)         (17,565,330)
                                          -----------------    -----------------

              Total stockholders' deficit       (5,286,930)          (5,015,069)
                                          -----------------    -----------------

TOTAL LIABILITIES AND STOCKHOLDERS'
 DEFICIT                                  $        340,058     $        414,965
                                          =================    =================

   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 AUGUST 31,2002 AND
                          FOR THE THREE MONTHS ENDED AUGUST 31, 2001 (UNAUDITED)

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

                                          FOR THE THREE MONTHS ENDED AUGUST 31,

                                                  2002               2001
                                          -----------------    -----------------
                                              (UNAUDITED) (UNAUDITED)

NET SALES                                 $        274,335     $        416,838

COST OF SALES                                        9,941               11,653
                                          -----------------    -----------------

GROSS PROFIT                                       264,394              405,185
                                          -----------------    -----------------

OPERATING EXPENSES
     Selling and marketing                         138,766              230,837
     General and administrative                    182,069              251,986
     Depreciation and amortization                  15,578               31,424
                                          -----------------    -----------------

         Total operating expenses                  336,413              514,247
                                          -----------------    -----------------

LOSS FROM OPERATIONS                               (72,019)            (109,062)
                                          -----------------    -----------------

OTHER EXPENSE
     Non-cash interest charges                      (2,057)              (4,574)
     Interest expense                              (63,257)             (68,030)
                                          -----------------    -----------------
         Total other expense                       (65,314)             (72,604)
                                          -----------------    -----------------

NET LOSS                                  $       (137,333)    $       (181,666)
                                          =================    =================

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

WEIGHTED  AVERAGE SHARES OUTSTANDING            18,028,801            17,182,436
                                          =================    =================

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


                                        F-3


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                     For the Six months Ended August 31,2002 and
                            For the Six Months Ended August 31, 2001 (unaudited)

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

                                            FOR THE SIX MONTHS ENDED AUGUST 31,

                                                  2002               2001
                                          -----------------    -----------------
                                              (UNAUDITED) (UNAUDITED)

NET SALES                                 $        765,097     $        913,573

COST OF SALES                                       15,305               26,693
                                          -----------------    -----------------

GROSS PROFIT                                       749,792              886,880
                                          -----------------    -----------------

OPERATING EXPENSES
     Selling and marketing                         428,716              493,147
     General and administrative                    419,628              533,930
     Depreciation and amortization                  31,111               62,884
    Stock-based compensation                            --               10,500
                                          -----------------    -----------------

         Total operating expenses                  879,455            1,100,461
                                          -----------------    -----------------

LOSS FROM OPERATIONS                              (129,663)            (213,581)
                                          -----------------    -----------------

OTHER EXPENSE
Non-cash interest charges                           (2,816)             (13,420)
Interest expense                                  (142,198)            (137,303)
                                          -----------------    -----------------
         Total other expense                      (145,014)            (150,723)
                                          -----------------    -----------------

NET LOSS                                  $       (274,677)    $       (364,304)
                                          =================    =================

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

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

WEIGHTED-AVERAGE SHARES OUTSTANDING             18,024,935            16,965,847
                                          =================    =================


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

                                        F-4


<PAGE>
<TABLE>

                                                                                                  MULTIMEDIA TUTORIAL SERVICES, INC
                                                                                                                     AND SUBSIDIARY
                                                                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                                FOR THE SIX MONTHS ENDED AUGUST 31, 2002 (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, 2002                     17,650,667    $   176,508    $     32,033    $ 12,341,720    $(17,565,330)   $ (5,015,069)

Common Stock committed for:
      Interest                                                                2,816                                           2,816

NET Loss                                                                                                   (274,677)       (274,677)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, Aug 31, 2002 (UNAUDITED)    17,650,667    $    176,508    $     34,849    $ 12,341,720    $(17,840,007)   $(5,286,930)
                                       =============   =============   =============   =============   =============   =============
</TABLE>

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


                                        F-5


<PAGE>
<TABLE>

                                                   MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                        AND SUBSIDIARY
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          FOR THE SIX MONTHS ENDED AUGUST 31, 2002 AND
                                  FOR THE SIX MONTHS ENDED AUGUST 31, 2001 (UNAUDITED)
--------------------------------------------------------------------------------------
<CAPTION>

                                                          FOR THE SIX MONTHS ENDED AUGUST, 31
                                                                  2002         2001
                                                               ----------   ----------
                                                               (UNAUDITED)  (UNAUDITED)

<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                  $(274,677)   $(364,304)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                       31,111       62,884
              Common stock committed and issued for interest       2,816       23,920
     (Increase) decrease in
         Accts Receivable                                         49,977       11,047
         Inventories                                               7,856        7,043
         Prepaid expenses and other assets                        (6,333)        (569)

     Increase (decrease) in
         Due to related party                                       (150)       2,640
         Accounts payable                                         29,184      187,689
         Accrued payroll and other expenses                       94,423      (35,272)
         Accrued interest                                        103,224      101,386
                                                               ----------   ----------

Net cash provided by (used in) operating activities               37,431       (3,536)
                                                               ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                          (5,923)      (3,839)
Increase in intangibles                                               --         (300)
                                                               ----------   ----------
Net cash provided by (used in) investing activities               (5,923)      (4,139)
                                                               ----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES

     Repayment of capital lease obligations                           --      (18,621)
     Proceeds from issuance of notes payable                      12,500       36,500
     Repayment of notes payable                                  (12,000)          --
                                                               ----------   ----------
Net cash provided by financing activities                            500       17,879
                                                               ==========   ==========

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

                                           6
</TABLE>

<PAGE>
<TABLE>

                                                                                                     AND SUBSIDIARY
                                                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                        FOR THE SIX MONTHS ENDED AUGUST 31,2002 AND
                                                                FOR THE SIX MONTHS ENDED AUGUST 31, 2001 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                 FOR THE SIX MONTHS ENDED AUGUST 31,

                                                                                      2002               2001
                                                                                ----------------    ----------------

(UNAUDITED) (UNAUDITED)

<S>                                                                             <C>                 <C>
Net increase in cash and cash equivalents                                       $        32,008    $         10,204

CASH AND CASH EQUIVALENTS (BOOK OVERDRAFT), BEGINNING OF
     YEAR                                                                               (30,228)           (64,442)
                                                                                ----------------   ----------------

Cash and Cash Equivalent
(BOOK OVERDRAFT), END OF YEAR                                                   $          1,780   $       (54,238)
                                                                                ================   ================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                                              $        38,974   $        35,917
                                                                                ================   ================

     INCOME TAXES PAID                                                          $           310    $          910
                                                                                ================   ================
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the six months ended August 31, 2002, the Company committed to issue
28,160 shares of common stock for $2816 of interest expense incurred.

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

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


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


                                        F-7

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    FOR THE SIX MONTHS ENDED AUGUST 31, 2002 AND
                            FOR THE SIX MONTHS ENDED AUGUST 31, 2001 (UNAUDITED)
--------------------------------------------------------------------------------


BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Multi-Media Tutorial Services, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principals for interim financial
information and in accordance with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principals for complete financial statements. In the opinion
of management, all material adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month period ended August 31, 2001 are
not necessarily indicative of the results that may be expected for the year
ended February 28, 2003. 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, 2002.

GOING CONCERN ISSUES

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

NET LOSS PER SHARE

The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is
computed by dividing loss available to common stockholders by the
weighted-average number of commons shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. For the years ended February 28, 2002 and February
29, 2001, the Company incurred net losses; therefore, basic and diluted loss per
share are the same.

COMPREHENSIVE INCOME

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



                                        F-8

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    FOR THE SIX MONTHS ENDED AUGUST 31, 2002 AND
                            FOR THE SIX MONTHS ENDED AUGUST 31, 2001 (UNAUDITED)
--------------------------------------------------------------------------------

STOCKHOLDER'S EQUITY

During the first six months ended August 31, 2002, the Company committed to
issue 28,160 common shares for $2,816 of interest expense incurred.

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.


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

         RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND
2001. Net sales for the fiscal quarter ended August 31, 2002 (the "2002 Period")
were $274,335 compared to $416,838 in the fiscal quarter ended August 31, 2001
(the "2001 Period"). In this quarter the Company's largest client, in an effort
to reduce its own costs, substantially reduced its outsourcing work to the
Company which resulted in a reduction of revenue.

         Gross profit was $264,394 in the 2002 Period compared to $405,185 in
the 2001 Period.

         Selling and marketing expenses decreased to $138,766 in the 2002 Period
compared to $230,837 for the 2001 Period.

         General and administrative expenses decreased to $182,069 in the 2002
Period compared to $251,986 in the 2001 Period.

         Depreciation and amortization decreased to $15,578 in the 2002 period
from $31,424 in the 2001 period. This decrease was due to certain assets being
fully depreciated in the prior year.

         Interest expense was $63,257 in the 2002 Period compared to $68,030 in
the 2001 Period. The Company also incurred non-cash interest expense of $2,057
in the 2002 period and $4,574 in the 2001 period relating to stock issued for
interest charges.

         Net loss from operations before depreciation and amortization decreased
to $56,441 for the 2002 Period as compared to $77,638 for the 2001 Period.

         Net Loss from operations decreased to $137,333 in the 2002 Period
compared to $181,666 in the 2001 Period.

         The Company has given its Math Made Easy website a facelift, in order
to attract more customers to its site and to increase conversion of visits to
sales.

           The Company has entered into an agreement with Educational Insights,
Los Angeles, CA, to distribute their educational electronic learning devices
which include the Launch Pad, a reading instructional product for ages 3-8, as
well as the Geo-Safari and Math-Safari products which have been sold to schools
via a sales organization and to consumers through a successful TV infomercial
campaign. The Company has begun selling these products to its customer database
and to home schooling parents through an outbound sales campaign.

          The Company has converted most of its product into CD Rom format, so
that its customers may choose between video and CD Rom. The Company is in
discussion with another software developer to upgrade the Company's programs
into interactive CD Rom tutorial format that would offer students diagnostic
assessment before and after completing the tutorial lesson. The Company
believes that with such an option these tutorials would offer new significant
learning benefits that would make it particularly attractive for schools and
colleges.

         In October, 2002, the Company restarted its advertising campaign with a
three week test on a national radio talk show. As results demonstrated a good
response, the Company expects to expand the campaign in November. The Company is
utilizing the services of a New York advertising agency who also handles other
well known educational accounts. The agency is developing an expanded campaign
for the Company in the first quarter of 2003 as it will take advantage of low
direct response rates on top shows and programs on radio as well as TV.

                                        1
<PAGE>

           The Company began a new outbound telemarketing campaign in the fall
of 2002 to sell English as a second language for one of the premiere publishers
in the ESL industry. The Company has also signed an agreement to distribute
vocabulary, grammar and writing programs for one of the large direct response
publishers in the self- improvement category. The company has begun to sell
these programs to its database of existing customers as well as to home
schoolers.

         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.

         RESULTS OF OPERATIONS FOR THE SIX (6) MONTHS ENDED AUGUST 31, 2002 AND
2001. Net sales for the six (6) months ended August 31, 2002 (the "2002 Period")
were $765,097 compared to $913,573 in the six (6) months ended August 31, 2001
(the "2001 Period"). In the current period, the Company's largest client, in an
effor to reduce costs, substantially reduced its outsourcing work to the Company
which resulted in a reduction in revenue.

         Gross profit was $749,792 in the 2002 Period compared to $886,880 in
the 2001 Period.

         Selling and marketing expenses decreased to $428,716 in the 2002 Period
compared to $493,147 for the 2001 Period.

         General and administrative expenses decreased to $419,628 in the 2002
Period compared to $533,930 in the 2001 Period.

         Interest expense was $142,198 in the 2002 Period compared to $137,303
in the 2001 Period. The Company also incurred non-cash interest charges of
$2,816 in the 2002 Period compared to $13,420 in the 2001 Period relating to
stock issued for interest charges.

         Depreciation and amortization decreased to $31,111 in the 2002 Period
from $62,884 in the 2001 Period. This decrease was due to certain assets being
fully depreciated during the prior year.

         Stock based compensation was 0 in the 2002 Period compared to $10,500
in the 2001 Period.

         Net Loss from operations before depreciation and amortization decreased
to $98,552 for the 2002 period compared to $150,697 for the 2001 period.

         Net loss from operations decreased to $274,677 in the 2002 Period
compared to $364,304 in the 2001 Period.

         LIQUIDITY AND CAPITAL RESOURCES. The Company had $1780 cash, In
addition to restricted cash, in the 2002 period compared to a book overdraft of
$30,228 in the 2001 period.

         Net cash provided from operations in the 2002 Period was $37,431
compared to net cash used in operations of $3,536 in the 2001 Period.

         Net cash used in investing activities in the 2002 Period was $5,923
compared to $4,139 in the 2001 Period.

         Net cash provided from financing activities in the 2002 Period was
$500, compared to $17,879 in the 2001 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.

                                        2
<PAGE>

         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.

         From November, 1999, to June, 2000, the Company issued approximately
$763,000 of convertible, unsecured promissory notes. The notes bear interest at
the rate of 10% PER ANNUM, and are due 10-months following the date of issuance.
The notes are convertible into Common Stock at the lesser of: (i) $0.50 per
share, or (ii) 50% of the average of the closing bid price for the Common Stock
during the five (5) days immediately preceding conversion. However, the notes
may not be converted at a price of less than $0.10 per share. The notes may be
converted into a number of shares of common stock of the Company's subsidiary,
The Tutorial Channel.com, equal to 1% of the issued and outstanding shares of
common stock of such subsidiary for each $25,000 principal amount with respect
to $600,000 of certain of these notes (Series A Notes), and equal to 0.25% of
the issued and outstanding shares of common stock of such subsidiary for each
$25,000 principal amount with respect to $163,000 of certain of these notes
(Series B Notes). Each class of these notes is convertible on the earlier of (i)
the last business day preceding the filing of the first registration statement
for the common stock of such subsidiary, or (ii) December 1, 2000. As of August
31, 2001, $573,361 of these notes we converted into 5,733,611 shares of common
stock.

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

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

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

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

         In May, 2001, the Company issued 110,000 shares of common stock for
$3300 of financing costs. Additionally, the Company converted 405,457 common
shares of committed stock into actual stock.

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

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

                                        3
<PAGE>

         In November, 2001, the Company committed to issue 68,309 common shares
in satisfaction of $6832 of interest charges.

         In May and December, 2001 the Company issued 235,000 shares of common
stock for interest.

         In December, 2001, the Company issued 500,000 shares of common stock
for services.

         In May, 2002, the Company committed to issue 7590 common shares in
satisfaction of $759 of interest charges.

         In August, 2002, the Company committed to issue 28,160 common shares in
satisfaction of $2816 of interest charges.

         The Company had made a settlement with one of its creditors that had
begun litigation, whereby it has settled a $235,000 claim for $190,000 with a
29-month payout schedule. The Company has paid approximately $30,000 in honor of
this settlement; however, since the creditor has not honored the terms of the
settlement agreement to activate and to provide upgrades of its software, the
Company has discontinued its schedule of payments. The Creditor sued the Company
in the state of Connecticut but the court denied it a summary judgment.

         In addition, the Company has been sued by a vendor for approximately
$100,000, and the Company has asserted a counterclaim against the vendor for
lack of maintaining the service contract. Accordingly the company is seeking
damages against the vendor in the sum of $500,000. A court case that was
scheduled for June, 2002 has been deferred to an undetermined date in the fall.

         The Company has also reached agreements with certain of its other
vendors relating to obligations in the aggregate amount of approximately
$900,000 based upon payment schedules. There is no assurance that the Company's
future revenues will be adequate to meet such payment schedules. Moreover, the
Company's revenues have not always been 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. In particular, in December, 2001, the Company came to a
one-year agreement with its largest creditor who had received a judgment against
the Company. Accordingly, the creditor has agreed to take no action against the
Company with respect to its judgment so long as the Company is in compliance
with its agreement with the creditor. The Company is currently in compliance
with the agreement. The agreement does not require any fixed payment schedule,
but stipulates that the Company will make payments to the creditor which are
tied to the Company's profits. In addition, the creditor has given the Company
the option of paying off the entire debt within the twelve-month period for
$345,000 representing approximately one-half of the outstanding balance. The
company is currently in compliance of its agreement with this creditor. Other
creditors have given extensions, in the form of agreements on a periodic basis,
but there is no assurance that any of these creditors will not, at some point in
the future, declare the Company in default of its obligations. 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 $435,000.

         The Company is currently involved in a lawsuit with AT&T in which AT&T
is seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. The Company does not believe that the amounts that are claimed
by AT&T are in fact owed. The Company's defenses to AT&T's claims include, but
are not limited to, the Company's assertion that AT&T billed the Company for
numbers belonging to other parties and for special features and services, which
the Company requested and AT&T failed to disconnect when notified by the
Company. In addition, the Company believes that AT&T failed to make available to
the Company discounts for services that were customarily available to users with
comparable volume. Moreover, AT&T, prior to the filing of its lawsuit, failed to
provide the Company with documentation with respect to any amounts which it
claimed were due from the Company. Further, AT&T had agreed to take no action to
collect any disputed amounts until such documentation was provided to the
Company. The Company has retained Counsel who has responded to the complaint
filed by AT&T and has also filed a counterclaim which includes punitive damages
for losses sustained by the Company as a result of what the Company believes to
be improper billing practices by AT&T and the interruption of its service by
AT&T. In the end of October, 2002, the Company had a pre-trial conference with
the Judge and AT&T and it was agreed to by both parties to conduct an informal
discovery for a period of 60 days during which time the Company will provide
documentation to substantiate its claim of incorrect billings.

                                       4
<PAGE>

         A media Company has initiated litigation against the Company for
approximately $16,000 relating to past advertisement. The Company's counsel has
filed an answer to the suit stating that the Company did not owe the amount
being claimed.

         The Company was advised on June 13, 2002 by its principal customer that
within the next several weeks that it would be substantially reducing its
business with the Company as a result of planned cost reduction in their
operations. At that time, the revenue generated by this client amounted to
approximately 75% of the Company's total revenue. The loss of this revenue will
have an adverse effect on the Company's cash flow and its ability to meet
current expenses as well as outstanding liabilities. To date, the Company has
seen a sharp drop in its revenue from this client. In response to this event the
Company has instituted a variety of cost cutting measures to offset the loss of
revenues. The Company has concluded agreements with several other clients
although the total volume of business from these new accounts cannot, as of yet,
be determined. The Company seeks to continue to actively seek to add
teleservicing clients. The Company has also relaunched its Math Made Easy
advertising campaign and expects to be able to expand in the first quarter when
advertising inventory is plentiful. There is no assurance that the Company will
be successful in its efforts.

         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 to
increase 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, 2002, 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.

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.



                                        5
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

         The Company had made a settlement with one of its creditors that had
begun litigation, whereby it has settled a $235,000 claim for $190,000 with a
29-month payout schedule. The Company has paid approximately $30,000 in honor of
this settlement; however, since the creditor has not honored the terms of the
settlement agreement to activate and to provide upgrades of its software, the
Company has discontinued its schedule of payments. The Creditor sued the Company
in the state of Connecticut but the court denied it a summary judgment. The
Company has instructed its counsel to negotiate a settlement.

         In addition, the Company has been sued by a vendor for approximately
$100,000, and the Company has asserted a counterclaim against the vendor for
lack of maintaining the service contract. Accordingly the company is seeking
damages against the vendor in the sum of $500,000. A court case that was
scheduled for June, 2002 has been deferred to an undetermined date in the fall.

         The Company has also reached agreements with certain of its other
vendors relating to obligations in the aggregate amount of approximately
$900,000 based upon payment schedules. There is no assurance that the Company's
future revenues will be adequate to meet such payment schedules. Moreover, the
Company's revenues have not always been 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. In particular, in December, 2001, the Company came to a
one-year agreement with its largest creditor who had received a judgment against
the Company. Accordingly, the creditor has agreed to take no action against the
Company with respect to its judgment so long as the Company is in compliance
with its agreement with the creditor. The Company is currently in compliance
with the agreement. The agreement does not require any fixed payment schedule,
but stipulates that the Company will make payments to the creditor which are
tied to the Company's profits. In addition, the creditor has given the Company
the option of paying off the entire debt within the twelve-month period for
$345,000 representing approximately one-half of the outstanding balance. The
company is currently in compliance of its agreement with this creditor. Other
creditors have given extensions, but there is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. 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 $435,000.

The Company is currently involved in a lawsuit with AT&T in which AT&T is
seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. The Company does not believe that the amounts that are claimed
by AT&T are in fact owed. The Company's defenses to AT&T's claims include, but
are not limited to, the Company's assertion that AT&T billed the Company for
numbers belonging to other parties and for special features and services, which
the Company requested and AT&T failed to disconnect when notified by the
Company. In addition, the Company believes that AT&T failed to make available to
the Company discounts for services that were customarily available to users with
comparable volume. Moreover, AT&T, prior to the filing of its lawsuit, failed to
provide the Company with documentation with respect to any amounts which it
claimed were due from the Company. Further, AT&T had agreed to take no action to
collect any disputed amounts until such documentation was provided to the
Company. The Company has retained Counsel who has responded to the complaint
filed by AT&T and has also filed a counterclaim which includes punitive damages
for losses sustained by the Company as a result of what the Company believes to
be improper billing practices by AT&T and the interruption of its service by
AT&T. In the end of October, 2002, the Company had a pre-trial conference with
the Judge and AT&T and it was agreed to by both parties to conduct an informal
discovery for a period of 60 days during which time the Company will provide
documentation to substantiate its claim of incorrect billings.

       A media Company has initiated litigation against the Company for
approximately $16,000 relating to past advertisment. The Company's counsel has
filed an answer to the suit stating that the Company did not owe the amount
being claimed.

                                       6
<PAGE>

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.

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

         In November, 2001, the Company committed to issue 68,309 common shares
in satisfaction of $6832 of interest charges.

         In May and December, 2001 the Company issued 235,000 shares of common
stock for interest.

         In December, 2001, the Company issued 500,000 shares of common stock
for services.

         In May, 2002, the Company committed to issue 7590 common shares in
satisfaction of $759 of interest charges.

         In August, 2002, the Company issued 28,160 common shares in
satisfaction of $2816 of interest charges.

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

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         99.1       Certification of Chief Executive Officer and Chief
                    Financial Officer

         (b) REPORTS ON FORM 8-K - The Company did not file any Reports on Form
         8-K during the quarter ended August 31, 2002.


                                       17
<PAGE>

                                   SIGNATURES

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

                                          MULTI-MEDIA TUTORIAL SERVICES, INC.

Date: November 12, 2002                   By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer






                                       18


<PAGE>

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                             a Delaware corporation

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                            Section 302 Certification

         I, Barry Reichman, Chief Executive Officer and Chief Financial Officer
of Multi-Media Tutorial Services, Inc., a Delaware corporation (the "Company"),
do hereby certify, in accordance with Rules 13a-14 and 15d-14, as created
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002, with respect to
the Quarterly Report on Form 10-QSB of the Company for the quarterly period
ended August 31, 2002 (the "Quarterly Report"), as filed with the Securities and
Exchange Commission herewith under Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that:

         (1) I have reviewed this Quarterly Report on Form 10-QSB of Multi-Media
         Tutorial Services, Inc., a Delaware corporation (the "Company") for the
         quarterly period ended August 31, 2002 (the "Quarterly Report");

         (2) Based on my knowledge, this Quarterly Report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this Quarterly Report;

         (3) Based on my knowledge, the financial statements, and other
         financial information included in this Quarterly Report, fairly present
         in all material respects the financial condition, results of operations
         and cash flows of the Company as of, and for, the periods presented in
         this Quarterly Report;

         (4) The Company's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
         have:

                  (a) designed such disclosure controls and procedures to ensure
                  that material information relating to the Company, including
                  its consolidated subsidiaries, is made known to us by others
                  within those entities, particularly during the period in which
                  this Quarterly Report is being prepared;

                  (b) evaluated the effectiveness of the Company's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this Quarterly Report (the "Evaluation
                  Date"); and

                  (c) presented in this Quarterly Report our conclusions about
                  the effectiveness of the disclosure controls and procedures
                  based on our evaluation as of the Evaluation Date;


<PAGE>

         (5) The Company's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the Company's auditors and the audit
         committee of the Company's board of directors (or persons performing
         the equivalent functions):

                  (a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the Company's
                  ability to record, process, summarize and report financial
                  data and have identified for the Company's auditors any
                  material weaknesses in internal controls; and

                  (b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the Company's internal controls; and

         (6) The Company's other certifying officers and I have indicated in
         this Quarterly Report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



Dated: November 12, 2002                   By: /s/  Barry Reichman
                                               ---------------------------
                                               Barry Reichman
                                               Chief Executive Officer and
                                               Chief Financial Officer