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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Multi-Media Tutorial Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
625420104
(CUSIP Number)
With a copy to:
Mr. Frank Brosens Scott M. Zimmerman, Esq.
63 East Field Drive Shereff, Friedman, Hoffman & Goodman, LLP
Bedford, New York 10506 919 Third Avenue
(914) 234-3294 New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 30, 1997
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
Note: One copy and an EDGAR version of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 625420104 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank Brosens
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,335,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,335,000
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,335,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
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SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: common stock, $.01 par value
("Common Stock")
Issuer: Multi-Media Tutorial Services, Inc.
(the "Issuer")
205 Kings Highway
Brooklyn, New York 11223
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed by
Frank Brosens. Mr. Brosens is hereinafter sometimes referred to as the
"Reporting Person." The address of Mr. Brosens is 63 East Field Drive, Bedford,
New York 10506.
Mr. Brosens is a United States citizen and his principal
occupation is a private investor.
See Item 5 for information regarding ownership of Common
Stock.
(d) and (e). During the past five years, the Reporting Person
has not been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
On October 17, 1996, the Reporting Person purchased $250,000
stated value of the Issuer's Series A Preferred Stock from the Issuer using his
personal funds. Pursuant to the terms of the Series A Preferred Stock, the
Reporting Person also received, without the payment of further consideration,
warrants to purchase Common Stock (the "Warrants"). In December 1996, the
Reporting Person elected to convert, without the payment of further
consideration, $50,000 stated value of Series A Preferred Stock into 100,000
shares of Common Stock. On July 17, 1997, in connection with an offer by the
Issuer to exchange Warrants for shares of Common Stock, the Reporting Person
exchanged, without the payment of further consideration, the Warrants for
100,000 shares of Common Stock. On August 8, 1997, in connection with a
recapitalization of the Issuer, the Reporting Person exchanged $200,000 stated
value of Series A Preferred Stock for an equivalent amount of Series B Preferred
Stock of the Issuer without the payment of further consideration (the "A/B
Exchange"). Effective as of September 30, 1997, the conversion price of such
shares of Series
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B Preferred Stock was reset by the Issuer to $.0625 per share and the Reporting
Person elected at such time to convert such shares into 3,200,000 shares of
Common Stock.
See Item 5.
Item 4. Purpose of the Transaction
All of the shares of Common Stock reported herein were
acquired for investment purposes. The Reporting Person may acquire or dispose of
securities of the Issuer, including shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
the evaluation of the performance and prospects of the Issuer by the Reporting
Person, and upon other developments and circumstances, including, but not
limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing, the Reporting Person has no present
plans or proposals which relate to or would result in any of the actions or
events described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Reporting Person retains his rights to modify his plans with
respect to the transactions described in this Item 4, to acquire or dispose of
securities of the Issuer and to formulate plans and proposals which could result
in the occurrence of any such events, subject to applicable laws and
regulations.
Item 5. Interest in Securities of the Issuer
(a) and (b) The Reporting Person is the beneficial owner of
3,335,000 shares, or 19.2%, of the outstanding shares of Common Stock.
The number of shares beneficially owned by the Reporting
Person and the percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The ownership of the Reporting Person is based on 17,413,297
outstanding shares of Common Stock of the Issuer as of October 20, 1997, as
reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
August 31, 1997.
(c) The transactions effected by the Reporting Person in the
Common Stock for the period beginning 60 days prior to the event date through
the date hereof are reflected in Item 3 of this Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
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Item 6. Contracts, Arrangements, Understanding or Relations with
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Not Applicable.
Page 5
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Frank Brosens
Frank Brosens
Dated: October 30, 1997
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