<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1997
Commission File Number 0-25758
MULTI-MEDIA TUTORIAL SERVICES, INC.
(Exact name of small business issuer
as specified in its charter)
DELAWARE 73-1293914
(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
205 Kings Highway
Brooklyn, NY 11223
(Address of principal executive offices)
(718) 234-0404
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's common equity, as
of the latest practicable date: As of January 14, 1998 there were 34,801,120
shares of common stock outstanding.
1
<PAGE>
Multi-Media Tutorial Services, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PART I. PAGE NO.
ITEM 1. Financial information
Consolidated balance sheet as of November 30, 1997..................3
Consolidated statements of operations for the
three months ended November 30, 1997 and 1996
and the nine months ended November 30, 1997 and 1996.............4-5
Consolidated statements of cash flows for the
nine months ended November 30, 1997 and 1996.....................6
Notes to consolidated financial statements..........................7-9
ITEM 2. Management's discussion and analysis of the
financial condition and results of operations............9-12
PART II.
Other information...................................................13
Signature .........................................................14
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET - UNAUDITED
NOVEMBER 30, 1997
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,806
Restricted short-term investments 115,000
Accounts receivable, net of allowance of $1,181,000 1,417,155
Note receivable 26,250
Inventories 136,444
Deferred advertising expense 189,631
Prepaid expenses and other current assets 381,976
------------
2,276,262
PROPERTY AND EQUIPMENT, NET 534,112
INTANGIBLE ASSETS, NET 358,230
NOTE RECEIVABLE 180,000
OTHER ASSETS 21,420
------------
$ 3,370,024
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,018,718
Accrued product returns 60,000
Capital lease obligations 144,459
Notes payable (Note 2 and 4) 1,500,000
------------
3,723,177
------------
LONG-TERM DEBT 200,000
------------
STOCKHOLDERS' EQUITY (Notes 2 and 3)
Common stock $.01 par value, 200,000,000 shares authorized;
34,801,120 issued and outstanding 348,011
Preferred stock, $.01 par value, 1,000,000 shares authorized;
15 issued and outstanding 1
Additional paid-in capital 9,463,183
Deficit (10,364,348)
------------
(553,153)
------------
$ 3,370,024
============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
THREE MONTHS ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
NET SALES $ 1,293,692 $ 1,500,612
COST OF GOODS SOLD 114,382 161,602
------------ ------------
GROSS PROFIT 1,179,310 1,339,010
------------ ------------
COSTS AND EXPENSES
Selling and marketing 1,171,485 1,484,494
General and administrative 308,475 449,529
Interest expense 40,124 32,282
Other (income) expense, net (4,243)
------------ ------------
TOTAL COSTS AND EXPENSES 1,520,084 1,962,062
------------ ------------
NET (LOSS) $ (340,774) $ (623,052)
============ ============
(LOSS) PER SHARE: (Note 4)
Net (loss) $ (.01) $ (.10)
============ ============
Weighted average number of common shares outstanding 25,117,719 6,113,704
============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
NINE MONTHS ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
NET SALES $ 3,175,771 $ 5,729,831
COST OF GOODS SOLD 523,610 609,351
------------ ------------
GROSS PROFIT 2,652,161 5,120,480
------------ ------------
COSTS AND EXPENSES
Selling and marketing 3,506,200 5,217,315
General and administrative 1,079,161 1,189,054
Interest expense 121,818 81,636
Other (income) expense, net 0 (29,408)
------------ ------------
TOTAL COSTS AND EXPENSES 4,707,179 6,458,597
------------ ------------
NET (LOSS) ($ 2,055,018) ($ 1,338,117)
============ ============
(LOSS) PER SHARE: (Note 4)
Net (loss) $ (.12) $ (.23)
============ ============
Weighted average number of common shares outstanding 16,840,409 5,664,995
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
NINE MONTHS ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) $(2,055,018) $(1,338,117)
----------- -----------
Adjustments to reconcile net (loss) from continuing
operations to cash used in operating activities:
Depreciation and amortization 246,221 221,257
Non-cash compensation and services 39,997 28,314
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Restricted short term investments 144,021 75,000
Accounts receivable 253,709 (409,953)
Inventories 151,801 (81,666)
Deferred advertising 172,100 98,872
Prepaid expenses and other current assets (5,494) 92,171
Other Assets (7,114)
Increase (Decrease) in liabilities:
Accounts payable and accrued expenses 305,221 137,010
----------- -----------
Total adjustments 1,307,576 153,891
----------- -----------
Net cash used in operating activities (747,442) (1,184,226)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures -- (89,983)
Increase in intangibles (11,422) (71,482)
----------- -----------
Net cash used in investing activities (11,422) (161,465)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds from debt 700,000 440,000
Proceeds from collection of note receivable -- 5,833
Net proceeds of notes payable -- 1,001,704
Repayment of capital lease obligations (7,402) (39,221)
Net proceeds from stock issuance -- (46,943)
Net proceeds from preferred stock issuance 675,000
Repayment of notes payable (200,000) (352,266)
----------- -----------
Net cash provided by financing activities 492,598 1,684,107
----------- -----------
Net increase (decrease) in cash and cash equivalents (266,266) 338,416
Cash and cash equivalents at beginning of period 276,072 99,055
----------- -----------
Cash and cash equivalents at end of period $ 9,806 $ 437,471
=========== ===========
SUPPLEMENTAL DISCLOSURE FOR CASH FLOW
INFORMATION:
Interest paid $ 2,718 $ 83,518
=========== ===========
Income taxes paid $ 0 $ 991
=========== ===========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
MULTI-MEDIA TUTORIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1997 AND 1996 (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 November 30, 1997.
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,
1997.
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 1997.
2. Convertible debt financing:
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 Company
has reached agreements to extend the note until April 1, 1998. 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 were converted into 341,897
shares. As a result of the conversion, 454,545 shares remained in escrow.
3. Preferred Stock:
During the quarter ended November 30, 1996, the Company issued $750,000 of
convertible preferred stock. The preferred is convertible into common stock
at a price equal to the lesser of $1 per share or 70% of the market value
of the common stock at the time of conversion, but in no event less than
(a) $.50 per share or (b) the price per share of the Company's Common Stock
in its next offering of equity securities and in the event that the company
has less than $2,000,000 in net liquid assets at September 30, 1997 the
minimum Conversion Price shall be $.0625 per share. "Net liquid assets"
shall mean cash, government insured instruments, and marketable securities
minus liabilities, all as determined in accordance with generally accepted
accounting
7
<PAGE>
principles. In addition, if the holders of the preferred stock do not
convert to common stock within the first six months of purchase, the holder
receives a warrant to purchase one share of common stock for each dollar
invested in the preferred and held for six months. The Company has also
reached an agreement to convert the warrants into 371,875 shares of common
stock. As of the date hereof, the Company received notice of $650,000 of
convertible preferred to be converted into 10,400,000 shares of common
stock.
4. Notes Payable:
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 2.2 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. Since the Company's shares are no longer listed
on the NASDAQ Small Cap Market, the exercise price is 75% of the market
price. Certain lenders in this short term loan have agreed to extend the
maturity date for 6 months or until the next significant equity offering.
Several lenders were not prepared to extend and were therefore repaid. As
of the date hereof a total of $200,000 has been repaid. The Company has
reached an agreement to convert the warrants into 2,475,000 shares of
common stock.
In May and June 1997, the Company secured certain 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%
and shares of the Company's common stock. Upon an event of default in the
repayment of the loans, the Company is obligated to issue shares of stock
at a price of $.125 per share in an amount equal to the unpaid loan. The
Company has reached an agreement to extend the repayment time for a portion
of these loans. In consideration of this, the Company increased the amount
of shares as well as reduced the default price to $.0625. As of the date
hereof, the Company has received $425,000 towards the funding of these
loans and is seeking further loans on these terms. As of this date,
$300,000 has been extended with the additional stock issued and a lower
default price of $.0625 established. In addition, the Company has received
advances aggregating $475,000, of which $200,000 was received prior to
February 28, 1997. Pursuant to an agreement on June 19, 1997, the Company
converted $250,000 of advances into 4,000,000 shares of common stock. The
remaining $225,000 will convert to the same terms as the 1997 loans.
5. Income or Loss per share:
Income or Loss per share amounts for the 1997 and 1996 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.
As noted in Note 2, the Company has placed 454,545 shares of its Common
Stock into an escrow account for the benefit of the noteholders. Since the
noteholders do not have any rights or benefits accorded to a shareholder,
these shares are being considered as treasury stock, and are not included
in the weighted average number of shares calculation for the current
period.
8
<PAGE>
6. Statements of Cash Flows:
During the nine months ended November 30, 1997, the Company converted
$250,000 of notes payable into 4,000,000 common shares (note 4) and
$100,000 of accounts payable and accrued expenses into 1,600,000 common
shares.
In August 1996, the Company issued common stock valued at $82,000 as
compensation. In April 1996, the Company issued a note for a payable of
$45,000. During the six months ended August 31, 1996 the Company converted
$368,878 of accounts and notes payable and convertible debt into common
stock.
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations:
Results of Operations: Three months ended November 30, 1997 and 1996
Net sales for the three months ended November 30, 1997 (the "1997 Period")
were $1,293,692 compared to $1,500,612 in the three months ended November
30, 1996 (the "1996 Period"). The decrease of $206,920 or 14% is
attributable to the lack of capital to purchase direct response media time
as well as a reduction of available direct response media on a consistent
basis. The decrease in sales is also partially the result of the
curtailment of sales to customers on unsecured credit.
Gross profit was $1,179,311 (91.1% of net sales) in the 1997 Period
compared to $1,339,010 (89.3% of net sales) in the 1996 Period.
Selling and marketing expenses were $1,171,485 or 90% of net sales for the
1997 Period compared to $1,484,494 or 99% of net sales for the 1996 Period.
General and administrative expenses were $308,475 or 24% of net sales in
the 1997 Period compared to $449,529 or 30% of net sales in the 1996
Period.
Interest expense was $40,124 in the 1997 Period compared to $32,282 in the
1996 Period.
Loss from Operations was $340,774 in the 1997 Period compared to a loss
from operations of $623,052 in the 1996 Period. Net loss per share was $.01
in the 1997 Period as compared to a net loss of $0.10 for the 1996 Period,
after effecting a 311% increase in the weighted average number of common
shares outstanding.
Results of Operations: Nine months ended November 30, 1997 and 1996
Net sales for the nine months ended November 30, 1997 (the "1997 Period")
were $3,175,771 compared to $5,729,831 in the nine months ended November
30, 1996 (the "1996 Period"). The decrease of $2,554,060 or 44.6% is
primarily attributable to the lack of capital to purchase direct response
media time as well as a reduction of available media on a consistent basis.
The decrease in sales is also partially the result of the curtailment of
sales to customers on unsecured credit.
Gross profit was $2,652,161 (83.5% of net sales) in the 1997 Period
compared to $5,120,480 (89.4% of net sales) in the 1996 Period. The lower
gross margin was the result of reduced sales prices. Additionally, the cost
per product increased due to the lower volume of purchases.
9
<PAGE>
Selling and marketing expenses were $3,506,200 or 110.4% of net sales for
the 1997 Period compared to $5,217,315 or 91.1% of net sales for the 1996
Period. Advertising was less effective in the 1997 Period as a result of
insufficient capital to purchase media on a consistent and cost effective
basis, as well as, a reduction in availability of such media. The resulting
reduced volume resulted in higher selling and marketing costs as a
percentage of net sales.
General and administrative expenses were $1,079,161 or 33.4% of net sales
in the 1997 Period compared to $1,189,054 or 20.7% of net sales in the 1996
Period. However, during the 1996 Period, the Company benefited from the
settlement with creditors of various general and administrative expenses.
Additionally, the decrease in net sales resulted in higher general and
administrative expenses as a percentage of net sales.
Interest expense was $121,818 in the 1997 Period compared to $81,636 in the
1996 Period as a result of increased debt balance in the current period.
Net loss was $2,055,018 in the 1997 Period compared to a net loss of
$1,338,117 in the 1996 Period. Net loss per share was $.12 in the 1997
Period as compared to a net loss of $.23 for the 1996 Period, after
effecting a 197% increase in the weighted average number of common shares
outstanding.
Liquidity and Capital Resources
Working capital deficit at November 30, 1997 was $1,446,915 compared to
working capital of $1,303 at February 28, 1997. The decrease in working
capital was principally attributable to the decrease in net accounts
receivable resulting from the curtailment of credit sales and increase in
borrowings due to the losses generated in the quarter. The Company's cash
and restricted cash decreased to $124,806 at November 30, 1997 from
$535,093 at February 28, 1997. Those amounts include $115,000 and $259,021
in restricted cash for the November 1997 and February 1997 dates,
respectively.
Net cash used in operations from continuing operations in the 1997 Period
was $747,442 compared to $1,184,226 in the 1996 Period, due to a lower
volume, losses, a decrease in accounts receivable, inventories and prepaid
costs and a decrease in accounts payable and accrued expenses.
Net cash used in investing activities in the 1997 Period was $11,422
compared to $161,465 in the 1996 Period.
Net cash provided by financing activities in the 1997 Period was $492,598
which was primarily due to the net proceeds from the issuance of short term
loans, compared to $1,684,107 in the 1996 Period, which included the net
proceeds from the issuance of debt.
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 Company
has reached agreements to extend the note until April 1, 1998. 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 were converted into 341,897
shares. As a result of the conversion, 454,545 shares remained in escrow.
10
<PAGE>
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 2.2 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 issuable on
the 180th day of the loan. Since the Company's shares are no longer listed
on the NASDAQ Small Cap Market, the exercise price is 75% of the market
price. Certain lenders in this short term loan have agreed to extend the
maturity date for 6 months or until the next significant equity offering.
Several lenders were not prepared to extend and were therefore repaid. As
of the date hereof a total of $200,000 has been repaid. The Company has
reached an agreement to convert the warrants into 2,475,000 shares of
common stock.
During the quarter ended November 30, 1996, the Company issued $750,000 of
convertible preferred stock. The preferred is convertible into common stock
at a price equal to the lesser of $1 per share or 70% of the market value
of the common stock at the time of conversion, but in no event less than
(a) $.50 per share or (b) the price per share of the Company's Common Stock
in its next offering of equity securities and in the event that the company
has less than $2,000,000 in net liquid assets at September 30, 1997 the
minimum Conversion Price shall be $.0625 per share. "Net liquid assets"
shall mean cash, government insured instruments, and marketable securities
minus liabilities, all as determined in accordance with generally accepted
accounting principles. In addition, if the holders of the preferred stock
do not convert to common stock within the first six months of purchase, the
holder receives a warrant to purchase one share of common stock for each
dollar invested in the preferred and held for six months. As of the date
hereof, the Company received notice of $650,000 of convertible preferred to
be converted into 10,400,000 shares of common stock. The Company has also
reached an agreement to convert the warrants into 371,875 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.
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. The
Company also has investor loans and advances aggregating $1.7 million
payable within the next twelve months. 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
11
<PAGE>
independent public accountants, Holtz Rubenstein & Co., LLP, that includes
an explanatory paragraph describing the uncertainty as to the ability of
the Company's operations to continue as a going concern. In May and June
1997, the Company secured certain loans ("1997 Loans") which were used for
working capital and for debt repayment. Lenders in these six-month loans
receive a promissory note bearing interest at 10% and shares of the
Company's common stock. Upon an event of default in the repayment of the
loans, the Company is obligated to issue shares of stock at a price of
$.125 per share in an amount equal to the unpaid loan. The Company has
reached an agreement to extend the repayment time for a portion of these
loans. In consideration of this, the Company increased the amount of shares
as well as reduced the default price to $.0625. As of the date hereof, the
Company has received $425,000 towards the funding of these loans and is
seeking further loans on these terms. As of this date, $300,000 has been
extended with the additional stock issued and a lower default price of
$.0625 established. In addition, the Company has received advances
aggregating $475,000, of which $200,000 was received prior to February 28,
1997. Pursuant to an agreement on June 19, 1997, the Company converted
$250,000 of advances into 4,000,000 shares of common stock. The remaining
$225,000 will convert to the same terms as the 1997 Loans.
The Company's operations have not been materially affected by the impact of
inflation.
12
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In August 1997 litigation commenced against Multi-Media Tutorial Services,
Inc. by Stephen Investments Inc. The amount demanded by the plaintiff is
$26,431.37 plus interest at the annual rate of 18% from June 15, 1997. The
time to respond to the complaint has elapsed and the plaintiff may seek a
default judgement.
In August, 1997, Bozell Worldwide, Inc., a Delaware corporation ("Bozell"),
in the business of providing advertising services and other services
instituted an action against Multi-Media Tutorial Services, Inc. ("MMTS")
and video Tutorial Service, Inc. ("VTS") for the sum of $221,050.50 for
breach of an agreement whereby Bozell would act as agent for MMTS and VTS
in connection with the planning and placing of advertising materials.
MMTS and VTS served a Verified Answer upon Bozell containing several
counterclaims against Bozell for its failure to provide adequate
advertising services.
In September, 1997, Bozell moved for summary judgement against MMTS and
VTS. The motion was argued on December 17, 1997. To date no decision has
been rendered.
Item 2. Changes in Securities
None
Item 3. Defaults on Senior Securities
None
Item 4. Submission to a Vote of Security Holders
The Company held a Special Meeting of Shareholders on June 13,
1997 at which time the shareholders voted to:
1) effect a one-for-ten reverse stock split (3,581,022 votes for,
94,400 votes against),
2) increase the amount of authorized common shares, on a post
split basis, to 20,000,000 shares with a par value of $.01 per
share (3,554,922 votes for, 110,500 votes against),
3) change the Company's name to United Telemarketing Services,
Inc. (3,668,822 votes for, 6,600 votes against.)
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) None
13
<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.
(Registrant)
Date: January 14, 1998
BY: /s/ Morris Berger
----------------------------
Morris Berger
Chief Executive Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> NOV-30-1998
<CASH> 124,806
<SECURITIES> 0
<RECEIVABLES> 2,598,155
<ALLOWANCES> 1,181,000
<INVENTORY> 136,444
<CURRENT-ASSETS> 2,276,262
<PP&E> 962,092
<DEPRECIATION> 427,980
<TOTAL-ASSETS> 3,370,024
<CURRENT-LIABILITIES> 3,723,177
<BONDS> 200,000
0
1
<COMMON> 348,011
<OTHER-SE> (901,165)
<TOTAL-LIABILITY-AND-EQUITY> 3,370,024
<SALES> 3,175,771
<TOTAL-REVENUES> 3,175,771
<CGS> 523,610
<TOTAL-COSTS> 523,610
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 121,818
<INCOME-PRETAX> (2,055,018)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,055,018)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,055,018)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
