The purpose of the present study was to apply the Multilevel Structural Equations Modeling (MSEM) in order to investigate the effect of teachers’ and student’ goal-orientation as well as help-seeking on the 7th grade students’ math performance. For this purpose, 550 seventh grade learners selected by two-stage cluster-sampling method completed Megli et al.’s (2000) Goal-orientation Questionnaire, as well as Rian and Pontrich's (1997) help-seeking Questionnaire. Also, teachers responded to Butler’s (2007) questions about goal-orientation. Data were analyzed using Multilevel Structural Equations Modeling. The results showed that goal-orientation had a significant direct effect on academic performance of individuals and the whole class, and the effect of help-seeking on their academic performance was significant as well. Findings also showed a positive and significant relationship between Mastery Goals and Mathematical Performance, and a negative and significant relationship between the Goals of Tendency toward Performance and Avoidance of Performance with students' Mathematical Performance. Also, considering the teacher's orientation, it was disclosed that there is a direct positive relationship between the Mastery Goal and the Functionalism with the Educational Mastery Functions, and between the Function Escaping Goal and Work Avoidance with Functional Teaching Methods. Moreover, teachers with Mastering Goals had positive perceptions of helping out when needed, and teachers who had Functional Goals concerned with the rote learning of assignments The fit for Multilevel Structural Equations Model evaluated as fair enough and students' Goal-orientation explained 22% of Performance Variance while this amount was 28 % for Teachers’ Goal-orientation.