<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, 1999
                                       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:

                                      Units
                     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 January 28,
2000 was 8,313,343 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>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                MULTIMEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET - UNAUDITED
                                 August 31, 1999



                                     ASSETS

CURRENT ASSETS:
---------------

Cash and cash Equivalents                                     $           2,413
Restricted short-term investments                                        80,000
Accounts receivable, net                                                177,763
Inventories                                                              83,607
Deferred advertising expense                                             24,000
Prepaid expenses and other current assets                                 9,838
                                                              ------------------
TOTAL CURRENT ASSETS                                                    377,621

PROPERTY AND EQUIPMENT, NET                                             272,349
INTANGIBLE ASSETS, NET                                                  206,414
OTHER ASSETS                                                             21,420
                                                              ------------------
TOTAL ASSETS                                                  $         877,804
                                                              ==================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses                         $       2,860,679
Due to officers                                                          69,799
Capital lease obligations                                               155,949
Notes payable                                                         1,725,000
Loans Payable                                                           264,676
                                                              ------------------
TOTAL LIABILITIES                                             $       5,076,103
                                                              ------------------

STOCKHOLDERS' DEFICIT
Common stock $.01 par value, 20,000,000 shares
authorized; 4,451,805 issued and outstanding                  $         119,706
Preferred stock, $.01 par value, 1,000,000 shares
authorized; 0 issued and outstanding
Additional paid-in capital                                            9,891,488
Deficit                                                             (14,209,494)
                                                              ------------------
TOTAL SHAREHOLDERS' DEFICIT                                          (4,198,299)
                                                              ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $         877,804
                                                              ==================

See notes to consolidated financial statements.

<PAGE>

<TABLE>

                              MULTIMEDIA TUTORIAL SERVICES INC. AND SUBSIDIARY
                              CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
                                           SIX MONTHS ENDED AUGUST 31
<CAPTION>

                                                                           1999                       1998
                                                                           ----                       ----

<S>                                                            <C>                        <C>
NET SALES                                                      $      1,770,234           $      3,144,490
COST OF GOODS SOLD                                                      236,307                    364,940
                                                               -----------------          -----------------
GROSS PROFIT                                                          1,533,927                  2,779,550
                                                               -----------------          -----------------
COST AND EXPENSES:
      Selling and marketing                                           1,297,224                  2,284,460
      General and administrative                                        700,660                    602,790
      Interest expense                                                   78,200                     68,350
                                                               -----------------          -----------------

TOTAL COSTS AND EXPENSES                                              2,076,084                  2,955,600
                                                               -----------------          -----------------

NET (LOSS)                                                     $       (542,157)          $       (176,050)
                                                               =================          =================

(LOSS) PER SHARE:                                              $          (0.15)          $          (0.26)
                                                               =================          =================
Net (Loss)
Weighted average number of common shares outstanding           $      3,597,726           $      2,743,646
                                                               =================          =================
</TABLE>

See notes to consolidated financial statements.

<PAGE>
<TABLE>

                              MULTIMEDIA TUTORIAL SERVICES INC. AND SUBSIDIARY
                              CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
                                      THREE MONTHS ENDED AUGUST 31

<CAPTION>
                                                                           1999                       1998
                                                                           ----                       ----

<S>                                                           <C>                         <C>
NET SALES                                                     $         798,210           $      1,323,480
COST OF GOODS SOLD                                                       97,852                     90,352
                                                              ------------------          -----------------
GROSS PROFIT                                                            700,358                  1,233,128
                                                              ------------------          -----------------
COST AND EXPENSES:
     Selling and marketing                                              398,048                  1,032,491
     General and administrative                                         351,203                    293,042
     Interest expense                                                    36,000                     34,350
                                                              ------------------          -----------------

TOTAL COSTS AND EXPENSES                                                785,251                  1,359,883
                                                              ------------------          -----------------

NET (LOSS)                                                    $         (84,893)          $       (126,755)
                                                              ==================          =================

(LOSS) PER SHARE:                                             $           (0.02)          $          (0.05)
Net (Loss)
Weighted average number of common shares outstanding                  4,451,805                  2,743,646

</TABLE>

See notes to consolidated financial statements.

<PAGE>
<TABLE>

                              MULTIMEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
                              CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                                        SIX MONTHS ENDED AUGUST 31,

<CAPTION>

CASH FLOW FROM OPERATING ACTIVITIES:                                        1999                       1998
                                                                            ----                       ----
<S>                                                            <C>                        <C>
Net (loss)                                                     $       (542,157)          $       (176,050)
                                                               -----------------          -----------------
Adjustments to reconcile net (loss) from continuing
operations to cash used in operating activities:
Depreciation and amortization                                           130,182                    124,047
Conversion of trade payables to equity                                  200,000                          -
Changes in operating assets and liabilities
(Increase) decrease in assets:
Restricted short term investments                                             -                     10,000
Accounts receivable                                                      15,884                     33,945
Inventories                                                              21,134                     43,120
Deferred advertising                                                      1,000                     35,000
Prepaid expenses and other current assets                                   503                    (12,342)
Increase (Decrease) in liabilities:
Accounts payable and accrued expenses                                   (50,033)                  (127,731)
                                                               -----------------          -----------------
Total adjustments                                                       318,670                    106,039
                                                               -----------------          -----------------
Net Cash (used) in operating activities                                (223,487)                   (70,011)
                                                               -----------------          -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                    (22,696)                    (5,130)
Increase in intangibles                                                       -                     (4,100)
                                                               -----------------          -----------------
Net cash used in investing activities                                   (22,696)                    (9,230)
                                                               -----------------          -----------------

CASH FLOW FROM FINANCING ACTIVITIES:
Increase in amount due from officers                                     53,225                          -
Net proceeds of notes payable                                                 -                     25,000
Repayment of capital lease obligations                                  (15,313)                   (17,270)
Increase in loans payable                                               205,026                          -
Repayment of officers loans                                                   -                    (10,731)
                                                               -----------------          -----------------
Net cash provided (used) by financing activities                        242,938                     (3,001)
                                                               -----------------          -----------------

Net (decrease) in cash and cash equivalents                    $         (3,245)          $        (82,242)
Cash and cash equivalents at beginning of period                          5,658                     82,852
                                                               -----------------          -----------------
Cash and cash equivalents at end of period                     $          2,413           $            610
                                                               =================          =================

SUPPLEMENTAL DISCLOSURE FOR CASH FLOW
INFORMATION:
Interest paid                                                  $          6,200           $            350
                                                               =================          =================
Income taxes paid                                              $          4,661           $          1,060
                                                               =================          =================
</TABLE>

See notes to consolidated financial statements.

<PAGE>

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          FOR THE SIX MONTHS ENDED AUGUST 31, 1999 AND 1998 (UNAUDITED)


1.   Summary of significant accounting policies:

     Basis of quarterly presentation: The accompanying quarterly financial
     statements of Multi-Media Tutorial Services, Inc. and subsidiary (the
     "Company") have been prepared in conformity with generally accepted
     accounting principles and pursuant to the rules and regulations of the
     Securities and Exchange Commission ("SEC") and, in the opinion of
     management, reflect all adjustments, which are necessary to present fairly
     the results of operations for the period ended August 31, 1999.

     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to such rules and
     regulations; however, management believes that the disclosures are adequate
     to make the information presented not misleading. This report should be
     read in conjunction with financial statements and footnotes therein
     included in the audited annual report on Form 10-KSB as of February 28,
     1999.

     Principles of consolidation: The Company's consolidated financial
     statements include the accounts of the Multi-Media Tutorial Services, Inc.
     ("MMTS") and its wholly-owned subsidiary, Video Tutorial Service, Inc.
     ("VTS"). All intercompany balances and transactions have been eliminated.

     Reclassifications: Certain reclassifications have been made to the prior
     year financial statements to conform with the classification used in 1998.

2.   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.

3.   Debt financing:

     IN THE QUARTER ENDING AUGUST 31, 1999, THE COMPANY RECEIVED ADVANCES OF
     $205,026 FROM STOCKHOLDERS. THE ADVANCES ARE UNSECURED,
     NON-INTEREST-BEARING, AND ARE PAYABLE ON DEMAND.

4.   Income or Loss per share:

     Income or Loss per share amounts for the 1998 and 1997 periods were
     computed by dividing net income/(loss) by the weighted average number of
     shares outstanding. Common stock equivalents have been excluded as their
     effect would be anti-dilutive.

<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, 1999 AND 1998, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

         RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 1999 AND
1998. Net sales for the three months ended August 31, 1999 were $798,210
compared to $1,323,480 in the three months ended August 31, 1998.

         Gross profit was $700,358 in the three months ended August 31, 1999
compared to $1,233,128 in the three months ended August 31, 1998.

         Selling and marketing expenses were $398,048 for the three months ended
August 31, 1999 compared to $1,032,491 for the three months ended August 31,
1998. General and administrative expenses were $351,203 in the three months
ended August 31, 1999 compared to $293,042 in the three months ended August 31,
1998. Interest expense was $36,000 in the three months ended August 31, 1999
compared to $34,350 in the three months ended August 31, 1998.

         Net loss from operations was $84,893 in the three months ended August
31, 1999 compared to $126,755 in the three months ended August 31, 1998.

         RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED AUGUST 31, 1999 AND
1998. Net sales for the six months ended August 31, 1999 (the "1999 Period")
were $1,770,234 compared to $3,144,490 in the six months ended August 31, 1998
(the "1998 Period").

         Gross profit was $1,533,927 in the 1999 Period compared to $2,779,550
in the 1998 Period.

         Selling and marketing expenses were $1,297,224 for the 1999 Period
compared to $2,284,460 for the 1998 Period. General and administrative expenses
were $700,660 in the 1999 Period compared to $602,790 in the 1998 Period.
Interest expense was $78,200 in the 1999 Period compared to $68,350 in the 1998
Period.

         Net loss from operations was $542,157 in the 1999 Period compared to
$176,050 in the 1998 Period.

         LIQUIDITY AND CAPITAL RESOURCES. The Company's cash and restricted cash
increased to $82,413 at August 31, 1999 from $80,000 at February 28, 1999.

         Net cash used in operations in the 1999 Period was $223,487 compared to
$70,011 in the 1998 Period.

         Net cash used in investing activities in the 1999 Period was $22,696
compared to $9,230 in the 1998 Period.

         Net cash provided from financing activities in the 1999 Period was
$242,938, compared to net cash used by financing activities of $3,001 in the
1998 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. Except as set forth below,
the following discussion does not give effect to the reverse split.

<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 341,897 shares. As a result of the conversion, 454,545 shares
remained in escrow.

         The Company arranged a six month short term loan that yielded the
Company in the months of September 1996 and October 1996 approximately
$1,000,000 which was used to retire existing debt and fund working capital. In
connection with this funding, the lenders were granted 2,200,000 million
warrants exercisable at $1.50. Interest accrues at a rate of 8.0%. Warrants to
acquire an additional 1,100,000 shares at $1.50 per share were issued on the
180th day of the loan. The Company has repaid $200,000 of these loans, and an
additional $50,000 of these loans was converted into 800,000 shares of Common
Stock. The Company also entered into an agreement to issue 2,475,000 shares of
Common Stock in exchange for the 3,300,000 warrants in July, 1997.

         During the quarter ended November 30, 1996, the Company issued $750,000
of convertible preferred stock. During the fiscal year ended February 28, 1997,
holders of $100,000 of the preferred stock converted their shares into
approximately 184,666 shares of Common Stock. The holders of the remaining
$650,000 of preferred stock received warrants to purchase 650,000 shares of
Common Stock because they did not convert their preferred shares within six
months following the issuance of such preferred shares. During the fiscal year
ended February 28, 1998, the remaining preferred stockholders converted their
shares into an aggregate of 10,400,000 shares of Common Stock. In addition, the
holders of approximately 585,206 warrants exchanged their warrants for 292,603
shares of Common Stock.

         The Company's educational telemarketing business is highly seasonal.
Demand for its products tends to peak during the first and fourth fiscal
quarters when school is in session. Demand is especially slow during the school
vacation periods. This seasonality greatly affects the Company's advertising
campaigns, which must be timed to coincide with the annual periods when demand
is traditionally high. The Company does not reserve advertising time in advance
and purchases air time at the lowest possible rates. Consequently, its
reservations are subject to last minute cancellation by the radio and television
stations. In addition, as a result of the Company's dependence on the
availability of media time, operating results can be negatively impacted by
difficulty in purchasing cost effective media time. Although the Company has
entered into certain ventures, which may reduce the impact of seasonality on the
Company's business, it will in all likelihood continue to experience a certain
amount of seasonality in its operations.

         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. Lenders in these six-month loans received a promissory note bearing
interest at 10%. Upon an event of default in the repayment of the loans, the
lenders received the right to convert their loans into shares of Common Stock at
a conversion price of $0.125 per share. The Company reached an agreement to
extend the repayment time for $300,000 of these loans, and further agreed to
reduce the default conversion price to $0.0625 per share. As of January 28,
2000, the noteholders had converted $225,000 of the loans into 3,400,000 shares
of Common Stock. The shares issued or issuable upon the conversion of these
notes are not and will not be adjusted downward in connection with the May 24,
1999 reverse split. Further, in connection with the initial issuance of the
notes relating to these loans, and as extended, the Company issued an aggregate
of 2,455,560 shares of Common Stock to the noteholders.

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

         In addition, the Company issued 3,200,000 shares of Common Stock in
August, 1997 in cancellation of an unsecured obligation in the amount of
$200,000.

<PAGE>

         The Company issued 230,769 shares (on a post-split basis) of Common
Stock to an employee in cancellation of $30,000 of accrued and unpaid salary.

         The Company also has received approximately $120,000 of loans from
Barry and Anne Reichman, who are directors and executive officers of the
Company. In December, 1999, the Company issued 230,769 shares of Common Stock to
Anne Reichman (on a post-split basis) in cancellation of $30,000 of these
obligations.

         In August, 1997, the Company issued 1,600,000 shares of Common Stock in
cancellation of $100,000 of obligations to a vendor, and issued 6,700,000 shares
of Common Stock in cancellation of a $201,000 obligation to another vendor.

         The Company has judgments entered against it by certain of its vendors
in the aggregate amount of approximately $100,000. The Company has reached
agreements or is in the course of negotiating agreements with these vendors to
make scheduled payments on these obligations. Further, certain creditors of the
Company have commenced various lawsuits asserting claims in the aggregate amount
of approximately $235,000. In addition, the Company has been sued by a vendor
for approximately $100,000, and the Company has asserted a counterclaim against
the vendor seeking damages in the sum of $500,000. The Company also has reached
agreements with certain of its vendors relating to obligations in the aggregate
amount of approximately $895,000. Of these settled amounts, approximately
$830,000 is payable over a period between three to five years, and the other
$65,000 is payable over a period between 6 to 18 months.

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

         The Company has received a report from its independent public
accountants, 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.


<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.



<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company has judgments entered against it by certain of its vendors
in the aggregate amount of approximately $100,000. The Company has reached
agreements or is in the course of negotiating agreements with these vendors to
make scheduled payments on these obligations. Further, certain creditors of the
Company have commenced various lawsuits asserting claims in the aggregate amount
of approximately $235,000. In addition, the Company has been sued by a vendor
for approximately $100,000, and the Company has asserted a counterclaim against
the vendor seeking damages in the sum of $500,000.

         There can be no assurances as to the outcome of any of the pending
litigation.

ITEM 2.  CHANGES IN SECURITIES

         In addition to the various issuances of securities referenced above in
this Report, the Company has issued options to purchase approximately 4,280,306
shares of Common Stock at exercise prices ranging from $0.10 to $0.90 (on a
post-split basis) to various employees and consultants of the Company during the
fiscal year ended February 28,1999 and the fiscal year ending February 28, 2000.

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

                  (a) None

                  (b) The Company filed a Report on Form 8-K on August 2, 1999.

<PAGE>


                                    SIGNATURE


         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: January 28, 2000                     By: /S/ Barry Reichman
                                               ---------------------------------
                                               Barry Reichman
                                               Chief Executive Officer