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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d - 102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Multi-Media Tutorial Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
625420 10 4
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 625420 10 4 13G Page 2 of 9 pages
------------ ----- -----
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Stevens & Company, Inc.
(successor to Joseph Stevens & Company, L.P.)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5. SOLE VOTING POWER
325,000 shares of Common Stock. See Item 4.
-----------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 325,000 shares of Common Stock. See Item 4.
WITH -----------------------------------------------
8. SHARED DISPOSITIVE POWER
-------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,000 shares of Common Stock. See Item 4.
-------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
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12. TYPE OF REPORTING PERSON*
BD
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<PAGE>
CUSIP No. 625420 10 4 13G Page 3 of 9 pages
------------ ----- -----
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Sorbara
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------
5. SOLE VOTING POWER
343,500 shares of Common Stock. See Item 4.
-----------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 30,500 shares of Common Stock. See Item 4(c).
OWNED BY -----------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 343,500 shares of Common Stock. See Item 4.
WITH -----------------------------------------------
8. SHARED DISPOSITIVE POWER
30,500 shares of Common Stock. See Item 4(c).
-------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000 shares of Common Stock. See Item 4.
-------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
-------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7% of shares of Common Stock. See Item 4.
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12. TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No. 625420 10 4 13G Page 4 of 9 pages
------------ ----- -----
-------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Markowitz
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------
5. SOLE VOTING POWER
365,700 shares of Common Stock. See Item 4.
-----------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 365,700 shares of Common Stock. See Item 4.
WITH -----------------------------------------------
8. SHARED DISPOSITIVE POWER
-------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,700 shares of Common Stock. See Item 4.
-------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
-------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% of shares of Common Stock. See Item 4.
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12. TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------
<PAGE>
CUSIP No. 625420 10 4 13G Page 5 of 9 pages
------------ ----- -----
ITEM 1.
(a) Name of Issuer:
Multi-Media Tutorial Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
205 Kings Highway
Brooklyn, New York 11223
ITEM 2.
(a) Name of Person Filing:
Joseph Stevens and Company, Inc.
(successor to Joseph Stevens & Company, L.P.),
Mr. Joseph Sorbara and Mr. Steven Markowitz
(b) Address of Principal Business Office:
The principal business address for each of
Joseph Stevens & Company, Inc. and Messrs.
Sorbara and Markowitz is:
c/o Joseph Stevens & Company, Inc.
33 Maiden Lane
New York, New York 10038
(c) Citizenship:
Joseph Stevens & Company, Inc. is incorporated in the state
of New York. Mr. Sorbara and Mr. Markowitz are United States
citizens
(d) Title of Class of Securities:
Common Stock, $.01 par value per share (the "Common Stock").
(e) CUSIP Number:
625420 10 4
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CUSIP No. 625420 10 4 13G Page 6 of 9 pages
------------ ----- -----
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) /x/ Broker or Dealer registered under Section 15 of the
--- Securities Exchange Act of 1934, as amended (the
"Exchange Act"). See Item 4.
(b) / / Bank as defined in section 3(a)(6) of the Exchange Act.
---
(c) / / Insurance Company as defined in section 3(a)(19) of
--- the Exchange Act
(d) / / Investment Company registered under section 8 of the
--- Investment Company Act.
(e) / / Investment Advisor registered under section 203 of the
--- Investment Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is
--- subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with
--- 240.13d-1(b)(ii)(G).
(h) / / Group, in accordance with 240.13d-1(b)(1)(ii)(H).
---
ITEM 4. Ownership.
(a) Amount Beneficially Owned:
(i) As of December 31, 1996, Joseph Stevens & Company, Inc.
owned warrants ("JSC Warrants") to purchase 162,500 units,
each unit consisting of one share of Common Stock and one
redeemable common stock purchase warrant ("Redeemable
Warrants"). Each Redeemable Warrant entitled the holder to
purchase an additional share of Common Stock. The JSC Warrants
were exercisable commencing on April 13, 1996. Therefore, as
of December 31, 1996, Joseph Stevens & Company, Inc.
beneficially owned 325,000 shares of Common Stock.
(ii) As of December 31, 1996, Joseph Sorbara, a controlling
shareholder, director and officer of Joseph Stevens & Company,
Inc. beneficially owned 374,000 shares of Common Stock,
consisting of 325,000 shares of Common Stock issuable upon the
exercise of the JSC Warrants and the Redeemable Warrants
underlying the JSC Warrants as described in Item 4(a)(i)
above, an aggregate of 10,500 shares of Common Stock held in a
joint account of Mr. Sorbara and his spouse and in an
Individual Retirement Account of Mr. Sorbara and an aggregate
of 38,500 shares of Common Stock issuable upon exercise of
Redeemable Warrants held in a joint account of Mr. Sorbara and
his spouse and in an Individual Retirement Account of Mr.
Sorbara.
(iii) As of December 31, 1996, Steven Markowitz, a controlling
shareholder, director and officer of Joseph Stevens & Company,
Inc., beneficially owned 365,700 shares of Common Stock,
consisting of 325,000 shares of Common Stock issuable upon the
exercise of the JSC Warrants and the Redeemable Warrants
underlying the JSC Warrants as described in Item 4(a)(i)
above, 23,700 shares of Common Stock held by Mr. Markowitz and
17,000 shares of Common Stock issuable upon exercise of
Redeemable Warrants held by Mr. Markowitz.
(b) Percent of Class:
(i) As of December 31, 1996, Joseph Stevens & Company, Inc.
was the beneficial owner of an aggregate of 325,000 shares of
Common Stock, which constituted approximately 5.0% of the
6,160,679 shares of Common Stock outstanding as of November
30, 1996 (as reported in the Company's Form 10-QSB for the
nine months ended November 30, 1996). See Item 4(a)(i) above.
(ii) As of December 31, 1996, Joseph Sorbara was the
beneficial owner of an aggregate of 374,000 shares of Common
Stock, which constituted approximately 5.7% of the 6,160,679
shares of Common Stock outstanding as of November 30, 1996 (as
reported in the Company's Form 10-QSB for the nine months
ended November 30, 1996). See Item 4(a)(ii) above.
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CUSIP No. 625420 10 4 13G Page 7 of 9 pages
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(iii) As of December 31, 1996, Steven Markowitz was the
beneficial owner of an aggregate of 365,700 shares of Common
Stock, which constituted approximately 5.6% of the 6,160,679
shares of Common Stock outstanding as of November 30, 1996 (as
reported in the Company's Form 10-QSB for the nine months
ended November 30, 1996). See Item 4(a)(iii) above.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
As of December 31, 1996, Joseph Stevens & Company,
Inc. had sole power to vote or direct the vote of
325,000 shares of Common Stock. See Item 4(a)(i)
above. As of December 31, 1996, Joseph Sorbara had
sole power to vote or direct the vote of 343,500
shares of Common Stock. See Item 4(a)(ii) above. As
of December 31, 1996, Steven Markowitz had sole power
to vote or direct the vote of 365,700 shares of
Common Stock. See Item 4(a)(iii) above.
(ii) Shared power to vote or direct the vote:
As of December 31, 1996, Joseph Sorbara had shared
power to vote or direct the vote of 30,500 shares of
Common Stock held in a joint account with his spouse.
(iii) Sole power to dispose or to direct the disposition of:
As of December 31. 1996, Joseph Stevens & Company,
Inc. had sole power to dispose or to direct the
disposition of 325,000 shares of Common Stock. See
Item 4(a)(i) above. As of December 31, 1996, Joseph
Sorbara has sole power to dispose or to direct the
disposition of 343,500 shares of Common Stock. See
Item 4(a)(ii) above. As of December 31, 1996, Steven
Markowitz had sole power to dispose or to direct the
disposition of 365,700 shares of Common Stock. See
Item 4(a)(iii) above.
(iv) Shared power to dispose or to direct the disposition of:
As of December 31, 1996, Joseph Sorbara had shared
power to dispose or to direct the disposition of
30,500 shares of Common Stock held in a joint account
with his spouse.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
ITEMS 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable.
ITEM 9. Notice of Dissolution of Group.
Not Applicable.
<PAGE>
CUSIP No. 625420 10 4 13G Page 8 of 9 pages
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ITEM 10.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
<PAGE>
CUSIP No. 625420 10 4 13G Page 9 of 9 pages
------------ ----- -----
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.
June 9, 1997
-----------------------------------
(Date)
JOSEPH STEVENS & COMPANY, INC.
/s/Joseph Sorbara
-----------------------------------
Joseph Sorbara
Chief Executive Officer
June 9, 1997
-----------------------------------
(Date)
/s/Joseph Sorbara
-----------------------------------
(Signature)
Joseph Sorbara
-----------------------------------
(Name)
June 9, 1997
-----------------------------------
(Date)
/s/Steven Markowitz
-----------------------------------
(Signature)
Steven Markowitz
-----------------------------------
(Name)
