U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

X    Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended March 31, 1998.

__   Transition  report  under  Section 13 or 15(d) of the  Exchange Act for the
     transition period from __ to  __

Commission file number: 0-17419


                                 MENTORTECH INC.
                                 ---------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                Delaware                               13-3260705
                --------                               ----------
        (State of Incorporation)           (I.R.S. Employer Identification No.)




                  462 Seventh Avenue, New York, New York 10018
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 736-5870
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


                 ______________________________________________
                 (Former Name, Former Address and Former Fiscal
                       Year, if Changed Since Last Report)


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 for 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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 12, 1998, the Issuer had 3,446,166  shares of Common Stock,  par value
$.01, outstanding.

       Transitional Small Business Disclosure Format (check one): Yes No X



                                                         

<PAGE>




                                                     MENTORTECH INC.

                                                       Form 10-QSB

                                                          INDEX
                                                                            Page

Part I - Financial Information

Item 1. Financial Statements

         Consolidated Balance Sheets at March  31, 1998 and
           December 31, 1997                                                  3

         Consolidated Statements of Operations for the Quarter
           Ended March  31, 1998 and 1997                                     5

         Consolidated Statement of Cash Flows for the Quarter
           Ended March 31, 1998 and 1997                                      6

         Notes to Consolidated Financial Statements                           8

         Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                9

Part II - Other Information

Item 4.  Submission of Matters to a Vote of Shareholders                      14

Item 6.  Exhibits and Reports on Form 8-K                                     14

Signatures                                                                    16




                                        2

<PAGE>




                        MENTORTECH INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                             March 31,              December 31,
                                                               1998                     1997
                                                               ----                     ----
                                                           (unaudited)
<S>                                                          <C>                     <C>
ASSETS:

Current Assets:
Cash and cash equivalents                                     $1,631                  $1,659
Accounts receivable                                            3,331                   3,503
Prepaid expenses                                                 662                     351
Inventory                                                          7                      34
                                                               -----                   -----
         Total current assets                                  5,631                   5,547
                                                               -----                   -----

Property and Equipment:
Property and equipment                                         4,070                   3,900
Accumulated depreciation and amortization                     (1,724)                 (1,536)
                                                              ------                  ------ 
         Total property and equipment                          2,346                   2,364
                                                              ------                   -----

Other Assets:
Other assets, net                                                505                     585
Investment in affiliate                                           --                      --
Goodwill (net of accumulated amortization of
     $217 in 1998 and $287 in 1997)                               --                      --
                                                              ------                  ------
         TOTAL ASSETS                                        $13,387                 $13,497
                                                             =======                 =======



</TABLE>








          See accompanying notes to consolidated financial statements.






                                        3

<PAGE>




                        MENTORTECH INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (continued)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                             March 31,            December 31,
                                                              1998                   1997
                                                              ----                   ----
                                                           (unaudited)
<S>                                                           <C>                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
Accounts payable and accrued expenses                         $ 2,706                 $2,831
Deferred revenue                                                2,381                  2,155
Loans payable - others - current portion                          565                    601
Loans payable - affiliate - current portion                        83                    102
Capital equipment obligations                                       0                      5
                                                                -----                  -----
         Total current liabilities                              5,735                  5,694
                                                                -----                  -----

Other Liabilities:
Loans payable                                                     212                    136
Accounts Payable - Long Term                                      271                    271
Other liabilities                                                  58                    556
                                                                -----                  -----
         Total liabilities                                      6,776                  6,657
                                                                -----                  -----

Stockholders' Equity:
Common stock                                                       34                     34
Additional paid in capital - common stock                       8,698                  8,722
Accumulated deficit                                            (1,938)                (1,771)
Cumulative foreign currency
  translation adjustment                                         (183)                  (145)
         Total Stockholders' Equity                             6,611                  6,840
                                                                -----                  -----
         TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                              $13,387                $13,497
                                                              =======                =======


</TABLE>








          See accompanying notes to consolidated financial statements.



                                        4

<PAGE>



                        MENTORTECH INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except for per share data)

<TABLE>
<CAPTION>
                                                          For the three months ended March 31,
                                                          ------------------------------------
                                                            1998                        1997
                                                            ----                        ----
                                                                      (unaudited)
<S>                                                        <C>                         <C>
Revenues                                                   $4,972                      $4,267
Cost of revenues                                            3,128                       2,629
                                                            -----                      ------
Gross profit                                                1,844                       1,638

Selling and marketing                                         824                         519
General and administrative                                  1,105                         989
Research and development                                        0                         103
                                                              ---                         ---
Operating  income (loss)                                      (85)                         27
                                                              ---                         ---

Gain on sale of subsidiary                                      0                          11
Financial expense, net                                         82                          28
                                                              ---                         ---

Net income (loss)                                           $(167)                        $10
                                                            =====                         ===

Net income (loss) per share
                  Basic                                    ($0.05)                     $0.004
                                                           ======                      ======
                  Diluted                                  ($0.04)                     $0.004
                                                           ======                      ======

Number of shares used in computing net
   income (loss) per share
                  Basic                                     3,446                       2,698
                                                            =====                       =====
                  Diluted                                   3,834                       2,698
                                                            =====                       =====



</TABLE>











          See accompanying notes to consolidated financial statements.






                                        5

<PAGE>




                        MENTORTECH INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                    March, 31
                                                                              ----------------------
                                                                              1998              1997
                                                                              ----              ----
                                                                                  (unaudited)
<S>                                                                          <C>               <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income (loss) for the period                                            ($167)              $10

 Adjustments to reconcile net (loss)
      to net cash (used in) provided by operating activities
    Depreciation and amortization                                              284               251
    Increase in accrued severance pay, net                                       2                21

    Increase in trade receivables                                              172               316
    Decrease in prepaid expenses                                              (311)             (180)
    Decrease (increase) in other receivables                                     0                56

    Decrease (increase) in other assets                                         80                (5)
    Decrease (increase) in inventories                                          27                56

    Increase (decrease) in related parties                                     (19)             (340)
    Increase in deferred revenue                                               226               203
    Increase (decrease) in accounts payable and accrued expenses              (125)             (769)
                                                                              ----              ---- 

        Net cash (used in) provided by operating activities                    169              (377)
                                                                               ---              ---- 


CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property and equipment                                        (170)             (385)

    Proceeds from sales of property and equipment                                0                 9

    Purchase of subsidiary                                                       0               (45)
    Cash acquired in acquisition                                                 0             1,217
                                                                               ---             -----
       Net cash provided by (used in) investing activities                    (170)              796
                                                                              ----               ---

</TABLE>


          See accompanying notes to consolidated financial statements.



                                        6

<PAGE>





                        MENTORTECH INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                   March 31,
                                                                              ----------------------
                                                                              1998              1997
                                                                              ----              ----
                                                                                   (unaudited)
<S>                                                                        <C>                  <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

 Capital equipment obligation repayments                                        (5)              (15)
 Loans Payable                                                                  76                 0
 Additional Costs of Issuance of Common Shares                                 (24)                0
                                                                               ---               ---
 Increase in short-term bank credit                                            (36)              (42)
                                                                               ---               ---
    Net cash provided by financing activities                                   11               (57)
                                                                                --               ---

 Net increase (decrease) in cash and cash equivalents                           10               362
 Effect of exchange rate changes on cash and cash equivalent                   (38)                0

 Cash and cash equivalents at the beginning of the period                      288               384
                                                                               ---               ---

 Cash and cash equivalents at the end of the period                         $1,631              $746
                                                                            ------              ----

 Supplemental disclosure of cash flow information:
 Cash paid during the period for
         Income taxes                                                         $  0               $20
         Interest                                                             $ 88              $411

 Supplemental disclosure of non-cash and financing activities:
 Two shareholder loans in the amount of $2,578 and $438
         were converted to equity in 1997
 Effective March 3, 1998 an 8:1 reverse stock split was
         effectuated

</TABLE>








          See accompanying notes to consolidated financial statements.






                                        7

<PAGE>



                        MENTORTECH INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Interim Financial Statements

     The accompanying financial information is unaudited,  but in the opinion of
management,  reflects  all  adjustments  (which  include  only normal  recurring
adjustments)  necessary  to present  fairly the  Company's  financial  position,
operating  results  and  cash  flows  for  those  periods   presented.   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 the rules and regulation of the Securities and
Exchange Commission (the "Commission") See Management's Discussion and Analysis,
"Overview" and "Financial  Reporting." The financial  information should be read
in conjunction with the audited  financial  statements and notes thereto for the
year ended December 31, 1998. Results for the interim period are not necessarily
indicative of results for the entire year.


Note 2.  Accounting Policy

     For purposes of the  Statements  of Cash Flows,  the Company  considers all
highly liquid instruments with maturity of one year or less when purchased to be
cash equivalents.



                                        8

<PAGE>




Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

     This Report contains  forward-looking  statements within the meaning of the
Private Securities  Litigation Reform Act of 1995 which are subject to risks and
uncertainties.  Actual results could differ materially from the  forward-looking
statements  in this  report.  Factors  that could  cause or  contribute  to such
differences  include, but are not limited to, those discussed in "Description of
Business," as well as those  discussed  elsewhere in this Report.  The following
discussion  and  analysis  should  be read in  conjunction  with  the  Company's
financial statements and notes thereto included elsewhere in this report.

Overview

     Effective  February 13, 1997, the Company's  predecessor,  PC Etcera,  Inc.
("PCE  U.S.")  underwent  a change of  control  pursuant  to the Stock  Purchase
Agreement between PCE U.S. and Mashov Computers  Marketing Ltd.  ("MCM"),  whose
shares are publicly traded on the Tel-Aviv Stock Exchange (the "TASE"). MCM is a
majority-owned  subsidiary  of Mashov  Computers  Ltd.,  whose  shares  are also
publicly traded on the TASE. Based on the Stock Purchase Agreement, MCM acquired
1,054,865  shares of Common Stock and 658,412 shares of Series C Preferred Stock
of PCE U.S.  (collectively,  the  "Sale  Stock"),  with  each  share of Series C
Preferred Stock  convertible  into 1.25 shares of Common Stock. In consideration
for the Sale  Stock,  PCE U.S.  acquired  two of MCM's  subsidiaries,  Sivan and
Mashov CBT.  Pursuant to the Stock Purchase  Agreement,  MCM acquired 69% of PCE
U.S.'s  equity and voting  securities on a fully  diluted  basis,  subject to an
adjustment  based upon the fiscal year 1996 audited  balance sheets of PCE U.S.,
Sivan  and  Mashov  CBT.  Such  adjustment  was made on  August 4, 1997 when MCM
contributed  43,199  shares of Common  Stock to the capital of the  Company.  In
addition, on August 4, 1997, the 658,412 shares of Series C Preferred Stock were
converted by MCM into 823,015 shares of Common Stock.

     In  October  1997,  the  Company  acquired  the  assets  of  GLTN  Computer
Consultants,   Inc.,  a  Long  Island,   New  York,  ILT  training   company  in
consideration of $130,000 and the issuance of 15,909 shares of Common Stock. The
results  of GLTN are  included  in the  results of the U.S.  operations  for the
quarter ended March 31, 1998. Due to the immateriality of GLTN to the Company as
a whole, they have not been broken out within this section.

Financial Reporting

     The unaudited  financial  statements for the first quarter of 1997 included
in this  report  reflect  the  operations  of Sivan and  Mashov  CBT  (currently
operating  through  Mentortech TBT) for the quarter ended March 31, 1997 and the
operations of PCE U.S. and  Mentortech  TBT (formerly PC Etcetera  Israel) since
February  13,  1997,  the date of the stock  purchase  transaction.  All  dollar
amounts referred to herein are in thousands,  except for per share data. All per
share data have been revised to reflect an 8 for 1 reverse  stock split that was
effectuated on March 3, 1998.










                                       9

<PAGE>



Quarter ended March 31, 1998 as Compared with the Quarter ended March 31, 1997.

     Revenues. The Company's revenues are derived from ILT services, contractual
consulting and staff augmentation services, and TBT product sales. The Company's
ILT revenues are  recognized  over the life of the  training  course.  Franchise
revenues  from  centers  operating  with the  Sivan  trade  name in  Israel  and
utilizing  Sivan's  training  materials are included in ILT  revenues.  Contract
consulting  and staff  augmentation  revenues are recognized as the services are
performed.  TBT revenues are recognized  upon shipment of the software  provided
that no  significant  vendor  obligations  remain and  collection of the related
receivable is probable.  The Company's refund policy provides that  dissatisfied
trainees  may either  attend the same  course  without  charge or the  trainee's
employer  may  request  a full  refund.  It is  Company  policy to  reserve  for
potential  refunds;  however,  an allowance for refunds has not been established
because historically  minimal refunds have been issued.  Retakes of a course are
provided on a seat available basis. Accordingly,  the Company does not incur any
financial exposure with respect to such retakes.

     The Company's  revenues for the quarter ended March 31, 1998  increased 17%
to $5.0  million from $4.3 million in the  comparable  1997 period.  Sivan's ILT
revenues increased by 18% to $3.3 million in 1998 from $2.8 million in 1997. The
increase  in  Sivan's  revenues  in 1998 was due  primarily  to its  success  in
offering more profitable  vocational courses. As discussed above, the results of
the  quarter  ended March 31,  1997  include the results of the U.S.  operations
since  February 13, 1997. Had the U.S.  operations  been included for the entire
three months ended March 31, 1997,  revenues for the first quarter of 1998 would
have remained relatively flat compared to the comparable period in 1997.

     The revenues of the Company's U.S.  operations were $1.5 million in 1998, a
decrease  of 13%,  compared  to  revenues  of $1.7  million in 1997.  Consulting
revenues for the New York metropolitan area decreased to $1 million in 1998 from
$1.3 million in 1997, a decrease of 22%. The decrease in consulting  revenues is
primarily due to termination of assignments and delays in the start dates of new
assignments.

     During  the  quarter  ended  March  31,  1998,  the  Company  continued  to
experience declining ILT revenues in the U.S. ILT revenues in the U.S. decreased
by  approximately  19% in 1998  compared to the same period in 1997.  Management
attributes  the decline in ILT  revenues to increased  competition  and the slow
pace at which companies  migrated their installed base to new  applications  and
product versions.  The Company's U.S. operation had anticipated that the release
of a new application software entitled Office 97 would have a positive impact on
ILT revenues.  It appears as if this  transition  did occur and the decreases in
revenue are slowing.  TBT revenues  decreased by 50% for the quarter ended March
31, 1998  compared to the quarter  ended March 31,  1997.  This  decrease is due
primarily to TBT's change of emphasis from the retail market to custom  designed
projects.

     The cost of ILT revenues consists primarily of the expenses of instructors,
classroom space costs as well as depreciation  of classroom  equipment.  Cost of
revenues for consulting  services  consists  primarily of the labor costs of the
consultants performing the work at clients' facilities. Cost of revenues for TBT
revenues include  packaging and  manufacturing  costs of the products as well as
design  expenses for custom TBT projects.  Cost of revenues rose slightly to 63%
of revenues in 1998  compared to 62% of revenues in 1997.  Cost of revenues  for
Sivan was 54% of revenues in 1998  compared to 58% in 1997.  This  decrease  was
primarily due to the more efficient operation of classes



                                       10

<PAGE>



at higher capacities which was offset by an increase in depreciation  expense as
a result  of a  substantial  investment  in new  classroom  computer  equipment.
Depreciation  expense  for  classroom  computers  increased  by 13% in  1998  as
compared to 1997.  Cost of revenues  for the U.S.  operation  was 77% in 1998 as
compared to 71% in 1997. As training  revenues  decrease,  cost of revenues as a
percentage of sales has increased due to the fixed costs of classroom facilities
and depreciation.  During the second quarter of 1998, the Company has undertaken
a program to reduce its fixed costs.  Management expects a significant reduction
in the cost of revenues as a percentage of sales for the remainder of 1998.

     Sales  and  marketing  expenses  consist  primarily  of costs  relating  to
promotion,  advertising, trade shows and exhibitions. Such expenses also include
compensation of sales support, travel and related expenses.  Sales and marketing
expenses  increased  to $824,000  during 1998 from  $519,000 in 1997.  Sales and
marketing expenses of Sivan, excluding Sivan Jerusalem,  increased by 9% in 1998
compared to 1997. This increase was due to Management's decision to increase the
Company's sales and marketing budget in an attempt to obtain increased revenues.
Sivan's increase in sales and marketing expenses correlates with its increase in
revenue.  Sales and marketing expenses in the U.S. increased to $397,000 in 1998
from $200,000 in 1997 as a result of Management's efforts to increase sales.

     General  and  administrative   expenses  include   compensation  costs  for
administration,  finance and general management personnel and office maintenance
and  administrative  costs.  General  and  administrative  costs for the Company
increased  10% to $1.1  million  during 1998,  from $1 million in 1997.  Had PCE
U.S.'s  operations  been  included for the entire three month period ended March
31, 1997, the general and  administrative  expenses  incurred in 1998 would have
been 11% lower than those incurred during the comparable period in 1997. General
and administrative  expenses were approximately $343,000 for the U.S. operation,
$698,000  for Sivan,  and  $48,000 for  Mentortech  TBT in 1998.  Management  is
continuing its efforts to reduce  general and  administrative  expenses.  In the
U.S.  all  duplicate  administrative  functions  initially  taken  on  with  the
acquisition of GLTN have now been eliminated.

     Research and development  expenses  consisted  primarily of salaries of the
employees who are engaged in ongoing research and development  activities of TBT
materials and other related costs. Research and development expenses amounted to
$150,000  in 1997.  Due to a change in  Accounting  Principles  in  Israel,  the
Company can no longer  charge  expenses to research  and  development  without a
permit from the Israeli Government's Chief Scientist. Management has decided not
to apply for such permit and has classified such expenses as costs of sales.

     The  Company  incurred  an  operating  loss of $85,000 in 1998  compared to
operating  income of $27,000 in 1997.  The Company's  operating loss in 1998 was
principally due to decreased  revenues in the U.S., coupled with increased sales
and marketing  expenses,  offset by increased profits in Israel.  Management has
devoted  substantial  efforts to an aggressive cost containment plan in the U.S.
Management  believes that once the cost containment  plan is fully  implemented,
the increased investment in sales and marketing will allow the Company to attain
profitability in 1998.

     Interest  expenses,  net,  consists  primarily of bank charges and interest
expenses offset by interest income.  Interest  expenses  increased to $82,000 in
1998 from $28,000 in 1997.  This increase was due  principally to the short term
borrowings.






                                       11

<PAGE>



     As a result of the foregoing,  the Company  incurred a net loss of $167,000
in 1998  compared  to net  income of  $10,000 in 1997.  Had the  Company's  1997
financials  included all of PCE U.S.'s losses, the Company would have incurred a
loss of  $126,000.  Sivan's  operations  achieved a profit of  $419,000  in 1998
compared to $74,000 in 1997.  The Company's U.S.  operations  incurred a loss of
$394,000  during the quarter ended March 31, 1998 and  Mentortech TBT incurred a
loss of $192,000.

Liquidity and Capital Resources

     At  March  31,  1998,  the  Company  had  $1.6  million  in cash  and  cash
equivalents and its working capital deficiency decreased to $104,000 compared to
a working capital deficiency of $147,000 at December 31, 1997.

     The Company  completed a private  placement of securities in December 1997,
wherein  it issued  and sold  511,364  shares of Common  Stock and  warrants  to
purchase  255,682 shares of Common Stock.  The Company  obtained net proceeds of
approximately  $2 million from the private  placement.  The Company's  financial
position was further  improved by MCM's  conversion  of  $1,162,000 of debt into
264,090 shares of Common Stock and warrants to purchase 132,045 shares of Common
Stock.

     In 1997 the Company  obtained an oral  commitment  from its Israeli bank to
provide Sivan with up to $1.1 million in working  capital loans. As of March 31,
1998, Sivan had borrowed approximately $527,000 from such bank.

     The  Company's  operating  activities  provided  $169,000  net  cash in the
quarter ended March 31, 1998. Accounts  receivable  increased by $172,000 during
the same period. This increase was due primarily to the increased collections of
outstanding  invoices.  Accounts  payable  and  accrued  expenses  decreased  by
$125,000  during  the same  period.  The  Company's  investing  activities  used
$170,000  for the  purchase  of  fixed  assets.  Financing  activities  provided
$11,000.

     Based on its  improved  financial  condition  and Sivan's  working  capital
commitment,  the Company believes that it has sufficient working capital to fund
its operational and capital requirements through 1998. The Company does not have
any material capital  commitments for 1998. To the extent the Company  increases
the  scope  of  its  activities  significantly,  it may be  required  to  obtain
additional financing.


Seasonality

     While  the  Company's  revenues  have not been  substantially  affected  by
seasonal  variations,  the revenues of the Company's Israeli subsidiary,  Sivan,
are affected by the timing of the national holidays, when classes are suspended.

The Year 2000 Issue

     Some of the Company's older computer programs were written using two digits
rather than four to define the  applicable  year.  As a result,  those  computer
programs have  time-sensitive  software that  recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system



                                       12

<PAGE>



failure or miscalculations causing disruptions of operations,  including,  among
other things, a temporary inability to process  transactions,  send invoices, or
engage in similar normal business activities.

     The Company has completed an assessment  and will have to modify or replace
portions of its software so that its computer  systems  will  function  properly
with  respect  to dates in the year 2000 and  thereafter.  The  total  Year 2000
project cost is estimated at  approximately  $75,000.  The costs the Company has
incurred to date  primarily for assessment of the Year 2000 issues have not been
significant.







                                       13

<PAGE>



                            PART II-OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Shareholders


     The Company held a Special  Meeting of  Stockholders  on February 26, 1998.
The number of shares of the Company's  Common Stock  outstanding and entitled to
vote at the Special Meeting of Stockholders was 26,721,240  shares of New Common
Stock and 4,240,818  shares of old Common Stock. At the meeting the shareholders
voted for:


     1.  Approval  to amend the  Certificate  of  Incorporation  to (i) effect a
reverse  split of the shares of the Company's  common stock,  par value $.01 per
share  (the  "Common  Stock") in which  eight  shares of Common  Stock  would be
combined  into one share of new  Common  Stock and (ii)  decrease  the number of
authorized  shares of capital stock of the Company from 45,000,000 to 25,000,000
comprised of 20,000,000 shares of Common Stock and 5,000,000 shares of preferred
stock of the Company, par value of $.001 per share.

            For                        Against                        Abstain
            ---                        -------                        -------
         22,831,483                     2,960                          2,900



Item 6. Exhibits and Reports on Form 8-K.

Exhibits.


3.1  Certificate of Incorporation, as amended (1)

3.2  Certificate of Amendment of Certificate of Incorporation with regard to the
     change of the Company's  name and the increase in the Company's  authorized
     capital stock (2)

3.3  Certificate of Amendment of Certificate of  Incorporation  with regard to a
     reverse stock split (3)

3.4  By-Laws (4)

10.1 Lease for premises situated at 462 Seventh Avenue, 4th Floor, New York, New
     York (5)

10.2 Lease for premises  situated at 462 Seventh Avenue,  18th Floor,  New York,
     New York (6)

10.3 1997 Stock Option Plan (7)

10.4 Employment Agreement of Roy Machnes (8)




                                       14

<PAGE>




10.5 Employment Agreement of Elan Penn (8)

10.6 Employment Agreement of Terry I. Steinberg (8)

27   Financial Data Schedule

____________
(1)  Filed as an exhibit  to the  Company's  Annual  Report on Form 10-K for the
     year ended December 31, 1989 and hereby  incorporated by reference thereto,
     as amended by document  filed as an exhibit to the Company's  Annual Report
     on Form 10-KSB for the year ended December 31, 1993.

(2)  Filed as an exhibit to the  Company's  Quarterly  Report on Form 10-QSB for
     the quarter ended  September 30, 1997 and hereby  incorporated by reference
     thereto.

(3)  Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB for the
     year ended December 31, 1997 and hereby incorporated by reference thereto.

(4)  Filed as an exhibit to the  Company's  Form S-18  (File No.  33-19521)  and
     hereby incorporated by reference thereto.

(5)  Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB for the
     fiscal year ended  December 31, 1993 and hereby  incorporated  by reference
     thereto.

(6)  Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB for the
     fiscal year ended  December 31, 1992 and hereby  incorporated  by reference
     thereto.

(7)  Filed as an exhibit to the  Company's  Quarterly  Report on Form 10-QSB for
     the  quarter  ended June 30,  1997 and  hereby  incorporated  by  reference
     thereto.

(8)  Filed as a  "Related  Agreement"  to the Stock  Purchase  Agreement,  which
     Related  Agreement was filed as an exhibit to the Company's  Current Report
     on Form 8-K for an event dated February 13, 1997 and hereby incorporated by
     reference thereto.



Reports on Form 8-K.

     No Current Reports on Form 8-K have been filed since June 30, 1997.






                                       15

<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      MENTORTECH, INC.



                                       By:/s/Roy Machnes
                                       -----------------
                                           Roy Machnes
                                           President and Chief Executive Officer



                                         By:/s/Elan Penn
                                         ---------------
                                             Elan Penn
                                             Chief Financial Officer



Date: May 14, 1998



                                       16

<PAGE>


                                  EXHIBIT INDEX

Exhibit
   No.                       Description
   ---                       -----------

3.1  Certificate of Incorporation, as amended (1)

3.2  Certificate of Amendment of Certificate of Incorporation with regard to the
     change of the Company's  name and the increase in the Company's  authorized
     capital stock (2)

3.3  Certificate of Amendment of Certificate of  Incorporation  with regard to a
     reverse stock split (3)

3.4  By-Laws (4)

10.1 Lease for premises situated at 462 Seventh Avenue, 4th Floor, New York, New
     York (5)

10.2 Lease for premises  situated at 462 Seventh Avenue,  18th Floor,  New York,
     New York (6)

10.3 1997 Stock Option Plan (7)

10.4 Employment Agreement of Roy Machnes (8)

10.5 Employment Agreement of Elan Penn (8)

10.6 Employment Agreement of Terry I. Steinberg (8)

27   Financial Data Schedule

___________
(1)  Filed as an exhibit  to the  Company's  Annual  Report on Form 10-K for the
     year ended December 31, 1989 and hereby  incorporated by reference thereto,
     as amended by document  filed as an exhibit to the Company's  Annual Report
     on Form 10-KSB for the year ended December 31, 1993.

(2)  Filed as an exhibit to the  Company's  Quarterly  Report on Form 10-QSB for
     the quarter ended  September 30, 1997 and hereby  incorporated by reference
     thereto.

(3)  Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB for the
     year ended December 31, 1997 and hereby incorporated by reference thereto.

(4)  Filed as an exhibit to the  Company's  Form S-18  (File No.  33-19521)  and
     hereby incorporated by reference thereto.

(5)  Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB for the
     fiscal year ended  December 31, 1993 and hereby  incorporated  by reference
     thereto.

(6)  Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB for the
     fiscal year ended  December 31, 1992 and hereby  incorporated  by reference
     thereto.

(7)  Filed as an exhibit to the  Company's  Quarterly  Report on Form 10-QSB for
     the  quarter  ended June 30,  1997 and  hereby  incorporated  by  reference
     thereto.

(8)  Filed as a  "Related  Agreement"  to the Stock  Purchase  Agreement,  which
     Related  Agreement was filed as an exhibit to the Company's  Current Report
     on Form 8-K for an event dated February 13, 1997 and hereby incorporated by
     reference thereto.