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 June 30, 1997.

     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)

                                PC ETCETERA, INC.
                                -----------------
                 (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 August 8, 1997,  the Issuer had  21,238,495  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
                                                                            ----

Consolidated Balance Sheets at June 30, 1997 and December 31, 1996............3

Consolidated Statements of Operations for the Three and Six Months
         Ended June 30, 1997 and 1996.........................................5

Consolidated Statement of Cash Flows for the Six Months
         Ended June 30, 1997 and 1996.........................................6

Notes to Consolidated Financial Statements....................................8

Management's Discussion and Analysis of Financial
         Condition and Results of Operations.................................10

Exhibits and Reports on Form 8-K.............................................16

Signatures...................................................................18



                                       -2-

<PAGE>




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

                                            JUNE 30,              DECEMBER 31,
                                             1997                     1996
                                             ----                     ----
                                         (Unaudited)

ASSETS:
Current Assets:
---------------

Cash and cash equivalents                    $   121                $   283
Accounts receivable                            3,494                  2,279
Prepaid expenses                                 151                    326
Inventory                                         26                     91
                                             -------                  -----
         Total current assets                  3,792                  2,979
                                             -------                  -----

Property and Equipment:
-----------------------
Property and equipment                         3,600                  2,227
Accumulated depreciation and amortization     (1,378)                  (587)
                                             -------                  -----
         Total property and equipment          2,222                  1,640
                                             -------                  -----

Other Assets:
-------------
Other assets, net                                479                    362
Investment in affiliate                           --                    178
Goodwill (net of accumulated amortization      
   of $279 in 1997 and $211 in 1996)           4,937                  1,811
                                               -----                  -----
   
         TOTAL ASSETS                        $11,430                $ 6,970
                                             =======                =======









          See accompanying notes to consolidated financial statements.





                                       -3-

<PAGE>



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

                                                    JUNE 30,        DECEMBER 31,
                                                      1997             1996
                                                      ----             ----
                                                  (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)

Current Liabilities:
--------------------
Accounts payable and accrued expenses                $ 2,931           $ 1,495
Deferred revenue                                       1,666             1,624
Loans payable - others  - current portion                531                --
Loans payable - affiliate - current portion              546             1,478
Capital equipment obligations                             21                --
                                                       -----             -----
         Total current liabilities                     5,695             4,597
                                                       -----             -----

Other Liabilities:
------------------
Loans payable affiliates (shareholders)                  600             2,665
Other liabilities                                        538               455
                                                         ---               ---
                                                   
         Total liabilities                             6,833             7,717
                                                       -----             -----
                                                    

Stockholders' Equity (Deficiency):
----------------------------------
Common stock                                             150               150
Preferred stock                                            1                --
Additional paid in capital - common stock              5,559                --
Accumulated deficit                                     (902)             (920)
Cumulative foreign currency
  translation adjustment                                (211)               23
                                                        ----                --
                                                   
         Total Stockholders' Equity (Deficiency)       4,597              (747)
                                                       -----              ---- 
                                                   
         TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                     $11,430            $6,970
                                                     =======            ======




          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>
                                              Three Months Ended                    Six Months Ended
                                                   June 30,                               June 30,
                                            ------------------------           -------------------------
                                              1996             1997              1996              1997
                                              ----             ----              ----              ----
                                                                   (Unaudited)

<S>                                        <C>               <C>              <C>                <C>   
Revenues                                   $ 2,100           $4,420           $ 4,209            $8,687

Cost of revenues                             1,152            2,746             2,224             5,375
                                             -----            -----             -----             -----
                                         
Gross profit                                   948            1,674             1,985             3,312

Selling and marketing                          284              686               556             1,205
General and administrative                     641              800             1,231             1,789
Research and development                       102              127               102               230
                                               ---              ---               ---               ---
Operating  income (loss)                       (79)              61                96                88
                                               ---              ---               ---               ---

Equity in earnings of affiliate                 24               --                32                --
Gain on sale of subsidiary                                       16                                  27
Financial expense, net                        (169)             (69)             (307)              (97)
                                             -----             ----             -----              ----

Net  income (loss)                         $  (224)          $    8           $  (179)           $   18
                                           =======           ======           =======            ======

Net income (loss) per share                $(0.015)          $0.000           $(0.012)           $0.001
                                           =======           ======           =======            ======

Weighted average number of shares           15,000           15,000            15,000            12,092
                                            ======           ======            ======            ======

</TABLE>

          See accompanying notes to consolidated financial statements.



                                       -5-

<PAGE>




                        MENTORTECH, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                            June 30
                                                                            -------
                                                                     1997              1996
                                                                     ----              ----
                                                                          (Unaudited)
<S>                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income (loss) for the period                                  $   18            $ (179)

 Adjustments to reconcile net income (loss)
      to net cash (used in) provided by operating activities
    Depreciation and amortization                                     366               230
    Capital gain                                                       (2)               --
    Equity in earnings of affiliate                                    --               (38)
    Increase in accrued severance pay, net                             41                45
    Increase in deferred income taxes                                 (72)               --
    Increase in trade receivables                                    (199)             (162)
    Decrease in prepaid expenses                                      211                --
    Decrease (increase) in other receivables                          154              (132)
    Decrease in other assets                                           79                --
    Decrease (increase) in inventories                                 65               (20)
    Increase in trade payables                                         --               158
    Increase (decrease) in related parties                           (452)               78
    Increase in deferred revenue                                     (125)              246
    (Decrease) in accounts payable and accrued expenses              (594)              (18)
    Accrued interest on shareholders' loan                             --               173
                                                                     ----              ----

        Net cash (used in) provided by operating activities          (510)              381
                                                                     ----              ----

CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property and equipment                               (657)             (539)
    Proceeds from sales of property and equipment                      35                --
    Purchase of subsidiary                                            (45)               --
    Cash acquired in acquisition                                    1,217                --
                                                                    -----             -----
    Net cash provided by (used in) investing activities               550              (539)
                                                                    -----             -----

</TABLE>




                                       -6-

<PAGE>




                        MENTORTECH INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                      Six Months Ended                   
                                                                            June 30                      
                                                                            -------                    
                                                                     1997              1996            
                                                                     ----              ----           
                                                                          (Unaudited)
<S>                                                                <C>                <C>    
CASH FLOWS FROM FINANCING ACTIVITIES:                                  

 Proceeds from issuance of shares                                      --               151
 Capital equipment obligation repayments                              (52)               --
 Decrease in loans payable                                           (480)
 Increase in short-term bank credit                                   331
 Net cash (used in) provided by financing activities                 (201)              151
                                                                    -----              ----

 NET DECREASE IN CASH AND CASH EQUIVALENTS                           (161)               (7)
 Effect of exchange rate changes on cash and cash equivalent           --                (2)
 Cash and cash equivalents at the beginning of the period             282                93
                                                                    -----               ---

 Cash and cash equivalents at the end of the period                $  121            $   84
                                                                   ======            ======

 Supplemental disclosure of cash flow information:
 Cash paid during the period for
         Income taxes                                               $  28                16
         Interest                                                      98                --

 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


</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").   The  comparative  figures  for  the
consolidated  balance sheet for the year ended  December 31, 1996,  consolidated
statements of operations for the three and six month periods ended June 30, 1996
and the consolidated  statements of cash flows for the six months ended June 30,
1996 combines the data of Sivan Computers  Training Center (1994) Ltd. ("Sivan")
and  Mashov  Computer  Based  Training   (C.B.T.)  Ltd.   ("Mashov  CBT").   See
Management's  Discussion and Analysis,  "Background" 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, 1996.
Results for the interim period are not necessarily indicative of results for the
entire year.

Note 2.  Recent Accounting Pronouncement

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards No. 128 (FAS 128), "Earnings Per Share". This
statement is effective for the Company's  quarter ending  December 31, 1997. The
statement  redefines  earnings  per share under  generally  accepted  accounting
principles.  Under the new standard,  primary  earnings per share is replaced by
basic  earnings  per share and fully  diluted  earnings per share is replaced by
diluted earnings per share.

     The  impact of FAS 128 on the  calculation  of  primary  and fully  diluted
earnings  per share for the three and six months ended June 30, 1997 and 1996 is
not material.

Note 3.  Pro Forma Results of Operations

     The unaudited financial statements for 1997 included in this report reflect
the  operations  of Sivan and Mashov CBT for the six months ended June 30, 1997,
and PC Etcetera,  Inc.  since  February 13, 1997, the date of the stock purchase
transaction. See Management's Discussion and Analysis, "Background".  Because of
the change in control,  the stock  purchase  transaction  between  Mashov and PC
Etcetera,  Inc.  was  accounted  for as a  reverse  acquisition.  Based  on such
accounting treatment,  Sivan is reported as the surviving entity. The six months
ended June 30, 1996  includes the six months  operations  of Sivan and the three
months of  operations  (since  inception) of Mashov CBT. It does not include the
operations of PC Etcetera, Inc.







                                       -8-

<PAGE>



                        MENTORTECH INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     On a pro forma basis had the acquisition  occurred January 1, 1997, the pro
forma  results of  operations  for the six months ended June 30, 1997 would have
been as follows:


Revenues                              $9,289
Net Loss                              $(132)
Net Loss Per Share                    $(.01)

Note 4.  Accounting Policy

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



                                       -9-

<PAGE>




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

     This report  contains  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  Such  forward-looking  statements
involve  known and  unknown  risks and  uncertainties  that may cause the actual
results,  performance,  levels of activity,  or  achievements of Mentortech Inc.
(formerly PC Etcetera,  Inc.) and its consolidated  subsidiaries  (collectively,
the "Company"),  or industry results, to be materially different from any future
results,  performance,  levels  of  activity,  or  achievements  of the  Company
expressed  or implied by such  forward-looking  statements.  Factors  that could
cause or contribute to such differences include, but are not limited to, general
and economic business  conditions,  changes in the industry,  and the ability of
the Company to  implement  its  business  strategy,  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.

Background

     As previously reported, effective February 13, 1997, a change of control of
PC  Etcetera,  Inc.  (hereafter  referred to as the "U.S.  Operation")  occurred
pursuant  to a Stock  Purchase  Agreement  dated  February  6, 1997 (the  "Stock
Purchase  Agreement") between the former PC Etcetera,  Inc. and Mashov Computers
Marketing  Ltd.  ("Mashov"),  a corporation  incorporated  under the laws of the
State of Israel whose shares are publicly traded on the Tel-Aviv Stock Exchange.
Mashov is a subsidiary of Mashov  Computers Ltd., whose shares are also publicly
traded on the Tel-Aviv Stock  Exchange.  Based on the Stock Purchase  Agreement,
Mashov acquired  8,438,924 shares of Common Stock and 658,412 shares of Series C
Preferred Stock of the U.S. Operation  (collectively,  the "Sale Stock"),  where
each share of Series C Preferred Stock was convertible  into 10 shares of Common
Stock and had 10 to 1 voting  rights in relation to shares of Common  Stock.  In
consideration  for the Sale Stock, the U.S.  Operation  acquired two of Mashov's
subsidiaries,  Sivan Computers Training Center (1994) Ltd. ("Sivan"), and Mashov
Computer  Based  Training  (C.B.T.)  Ltd.  ("Mashov  CBT"),  both of  which  are
incorporated  under the laws of the State of  Israel.  Sivan and  Mashov CBT are
engaged in  instructor-led  personal  computer  training and the development and
sale of technology-based  training ("TBT") products and services. As a result of
the transactions provided for in the Stock Purchase Agreement,  Mashov owned 69%
of the U.S.  Operation's  equity and voting securities on a fully diluted basis,
subject to an adjustment  based upon the fiscal year 1996 audited balance sheets
of the U.S.  Operation,  Sivan and  Mashov.  The  Company  calculated  the final
adjustment  and Mashov  contributed  345,595  shares of its common  stock to the
capital of the  Company.  As a result,  Mashov  now owns 68.5% of the  Company's
equity and voting securities on a fully diluted basis.




                                      -10-

<PAGE>



     In connection with the execution of the Stock Purchase Agreement,  the U.S.
Operation executed a Conversion and Waiver Agreement effective February 13, 1997
(the  "Conversion  Agreement")  with certain prior holders of its securities and
debt (the  "Conversion  Parties").  Pursuant to the  Conversion  Agreement,  the
Conversion  Parties  received Common Stock for the cancellation of the debt owed
by the U.S.  Operation and for the dilution of all options and warrants owned by
the Conversion  Parties.  After giving effect to the Conversion  Agreement,  and
aggregating their prior holdings,  the Conversion  Parties, as of June 30, 1997,
own 4,812,509 shares of Common Stock of the Company.

Recent Corporate Events

     At the  Company's  1997 Annual  Meeting held August 4, 1997,  the Company's
stockholders  voted to (i) amend the Company's  Certificate of  Incorporation to
change the name of the  Company to  Mentortech  Inc.;  (ii) amend the  Company's
Certificate  of  Incorporation  to increase the number of  authorized  shares of
capital  stock  of the  Company  from  20,000,000  to  45,000,000  comprised  of
40,000,000  shares of Common  Stock,  par value  $.01 per share,  and  5,000,000
shares of Preferred  Stock,  par value of $.001 per share;  (iii)  authorize the
conversion of each of the 658,412  outstanding  shares of the Company's Series C
Preferred  Stock into ten shares of Common Stock;  and (iv) ratify the Company's
1997 Stock Option Plan.

Financial Reporting

     The unaudited  financial  statements for the first half of 1997 included in
this report  reflect the  operations  of Sivan and Mashov CBT for the six months
ended  June 30,  1997 as well as those of the  U.S.  Operation  and PC  Etcetera
Israel  since  February  13,  1997,  the  effective  date of the Stock  Purchase
Agreement.  Because of the change in control, the transaction has been accounted
for as a reverse  acquisition.  Based on such  accounting  treatment,  Sivan and
Mashov CBT are  reported  together  as the  surviving  entity and the  financial
information  for the  three and six  months  ended  June 30,  1996  reflect  the
operations  of Sivan  and those of Mashov  CBT  since  its  inception  in second
quarter of 1996.  The  financial  statements  for the period ended June 30, 1997
also include the  operations of Sivan  Jerusalem  Ltd.  ("Sivan  Jerusalem"),  a
company in which Sivan had held a 50% equity  investment until January 1997 when
it  purchased  the  remaining   equity  in  Sivan  Jerusalem  and  it  became  a
wholly-owned  subsidiary.  All amounts referred to herein are in thousands.  The
following  discussion with respect to the U.S. Operation reflects the entire six
month  period ended June 30, 1997 in order to provide a clearer  description  of
such operations during the period.


Three and six months ended June 30, 1997  compared to three and six months ended
June 30, 1996

     Revenues consist primarily of revenues from services and product sales. The
Company's  revenues relating to  instructor-led  training ("ILT") are recognized
over the life of the training course.  TBT revenues are recognized upon shipment
of the software  provided  that no  significant  vendor  obligations  remain and
collection of the related receivable is probable. Contract consulting revenue is
recognized as the services are performed.




                                      -11-

<PAGE>



     The Company 's revenues for the three months ended June 30, 1997  increased
by 110% to $4,420 from $2,100 for the three months ended June 30, 1996.  Revenue
for the six months ended June 30, 1997  increased 106% to $8,687 from $4,209 for
the comparable  1996 period.  Sivan training  revenues  increased by 29% and 32%
from  $2,057  and  $4,166  for the three and six  months  ended  June 30,  1996,
respectively,  to $2,657 and $5,491 for the three and six months  ended June 30,
1997. Sivan Jerusalem, a company in which Sivan had held a 50% equity investment
until January 1997 when Sivan purchased the remaining equity,  accounted for 38%
of Sivan's increased  revenues.  Sivan's share of Sivan  Jerusalem's  results of
operations  were  reported as equity in earnings of an  affiliate  in 1996.  The
remaining  increase  in Sivan's  revenues  was due  primarily  to its success in
offering  more  profitable  technical  courses as well as to an  increase in the
number of  application  courses  offered.  The operations of Mashov CBT began in
April 1996,  therefore  the 1996 amounts only reflect three months of operations
rather than six.

     The revenues of the U.S. Operation were $1,672 and $3,359 for the three and
six months  ended  June 30,  1997,  an  increase  of 10% and 15%,  respectively,
compared to revenues of $1,520 and $2,926,  respectively,  for the three and six
months ended June 30, 1996.

     The U.S.  Operation  has been  placing  more  emphasis on the growth of its
Consulting Services Division.  Consulting revenues for the New York metropolitan
area grew from $809 and $1,558 for the three and six months ended June 30, 1996,
to $1,142 and $2,473,  respectively, for the three and six months ended June 30,
1997, an increase of 41% and 59%, respectively.

     During the three and six months  ended June 30,  1997,  the U.S.  Operation
continued to experience  declining ILT revenues.  Application  training revenues
decreased  by  approximately  36% and 46%,  respectively,  for the three and six
months  ended June 30,  1997  compared to the same  periods in 1996.  Management
attributes the declining ILT revenue to the fact that software  vendors have not
released  many  new  versions  of  existing  software.  The U.S.  Operation  had
anticipated  that the release of a new application  software  entitled Office 95
would have a positive impact on ILT revenues.  However many clients continued to
delay such  conversions  and  projects  pending the  market's  experiences  with
Windows 95. The U.S.  Operation now  anticipates  and has begun to experience an
increase in training demand for the upgraded Office 97 products.

     The U.S.  Operation is pursuing a move into the higher end training  market
as many  organizations  require  certification  training for Microsoft and Lotus
back office  applications and operating  systems,  which historically had higher
margins.  This higher technical  training  environment has a better synergy with
the U.S.  Operation's growing consulting  business.  The U.S. Operation has been
authorized  as a Lotus  Authorized  Education  Center  and its  status  has been
upgraded to Premium  Business  partner  and has  received  Microsoft  Authorized
Technical  Education  Center status.  During the three and six months ended June
30, 1997,  technical training revenues  increased by 28% and 29%,  respectively,
compared to the same periods in 1996.

     Cost of revenues for ILT consists primarily of the expenses of instructors,
classroom space costs as well as amortization  of classroom  equipment.  Cost of
revenues for consulting  services  consists  primarily of the labor costs of the
consultants performing the work at clients' facilities.



                                      -12-

<PAGE>



     Cost of revenues for TBT revenues include packaging and manufacturing costs
of the products.  Cost of revenues rose to 62% of revenues for the three and six
months  ended June 30, 1997,  respectively,  compared to 55% and 53% of revenues
for the three and six months ended June 30, 1996, respectively. Cost of revenues
for Sivan was 61% of revenues  for the three and six months ended June 30, 1997,
respectively,  compared to 55% and 51%, respectively, for the comparable periods
in 1996.  These  increases  were  primarily  due to an increase in  amortization
expense  as a result  of a  substantial  investment  in new  classroom  computer
equipment. Amortization expense for classroom computers increased by 59% for the
three and six months  ended June 30,  1997 as  compared  to the 1996  comparable
periods.  Cost of revenues for the U.S. Operation were 51% and 59% for the three
and six months ended June 30, 1997, respectively.

     Selling 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 by $402 and $649 to $686 and $1,205 during the three and six
months ended June 30, 1997,  respectively,  from $284 and $556 for the three and
six months ended June 30, 1996, respectively.  Selling and marketing expenses of
Sivan increased by 63% and 47% for the three and six months ended June 30, 1997,
respectively,  compared  to the same  periods in 1996.  This  increase is due to
Management's  decision  to  increase  sales and  marketing  expenses in order to
obtain  increased  revenues.  Sivan's  increase in sales and marketing  expenses
correlates with its increase in revenue.  Selling and marketing  expenses in the
U.S.  increased  to $195 and $321 for the three and six  months  ended  June 30,
1997,  respectively,  from $89 and $185 for the three and six months  ended June
30, 1996, respectively.

     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  by $159 and $558 to $800 and  $1,789  during the three and six months
ended June 30,  1997,  respectively,  from $641 and $1,231 for the three and six
months ended June 30, 1996,  respectively.  These increases were due entirely to
the expansion and the  inclusion of the results of Sivan  Jerusalem,  Mashov CBT
and the U.S. Operation.  General and administrative expenses were $321 and $558,
respectively,  for the U.S. Operation, $424 and $1,098, respectively, for Sivan,
and $55 and $132,  respectively,  for  Mashov  CBT for the three and six  months
ended June 30, 1997. General and administrative  expenses for Sivan decreased by
$186 and $101 for the three and six months  ended June 30,  1997,  respectively,
compared to the same periods in 1996.

     Research  and  development   expenses  consist  primarily  of  salaries  of
employees  engaged  in  on-going  research  and  development  activities  of TBT
materials and other related costs. Research and development expenses amounted to
$127 and $230,  respectively,  for the three and six months ended June 30, 1997,
respectively, compared to $102 for the three and six months ended June 30, 1996.
Research and development is primarily incurred by Mashov CBT which did not begin
operating until the second quarter of 1996.

     Operating  income was $61 for the three months ended June 30, 1997 compared
to an operating loss of $79 for the three months ended June 30, 1996.  Operating
income for the six



                                      -13-

<PAGE>



months ended June 30, 1997 was $88 compared to $96 for the six months ended June
30,  1996.  This  is  due to  increased  revenues,  as  well  as  the  Company's
investments  into  profitable  operations  such as the U.S.  Operation and Sivan
Jerusalem, offset by research and development activities.

     As discussed above, equity in earnings of affiliate represented Sivan's 50%
investment in Sivan  Jerusalem  during 1996.  Effective  January 1, 1997,  Sivan
purchased  the  remaining  equity,  and Sivan  Jerusalem  became a  wholly-owned
subsidiary.  Sivan  Jerusalem's  results of operations are  consolidated  in the
financial  statements  for the three and six  months  ended June 30,  1997.  The
Company's  gain on the sale of a  subsidiary  refers  to a 1996 sale of the U.S.
Operation's wholly-owned Canadian subsidiary.  Due to the fact that the purchase
agreement included certain covenants that continued for two years, a part of the
purchase price is being recognized over the two year period.  The U.S. Operation
is not included in the results for the three and six months ended June 30, 1996.

     Financial  expenses,  net  consists  primarily of bank charges and interest
expenses.  Financial  expenses  decreased  to $69 and $97 for the  three and six
months ended June 30, 1997,  respectively,  from $169 and $307 for the three and
six months ended June 30, 1996, respectively.  This decrease was due principally
to the  conversion  of $2,578 of  shareholder  loans into equity by Sivan in the
first  quarter of 1997 and the  repayment  of the U.S.  Operation's  receivables
financing with Rosenthal and Rosenthal during the second quarter of 1997.

     As a result of the foregoing,  the Company  incurred a net profit of $8 and
$18, respectively,  for the three and six months ended June 30, 1997 compared to
a net loss of $224 and $179,  respectively,  for the three and six months  ended
June 30, 1996. Sivan's profit was $61 and $165, respectively,  for the three and
six months  ended June 30,  1997  compared to a net loss of $109 and $69 for the
three and six  months  ended  June 30,  1996.  During  both the first and second
quarters of 1997,  both Sivan and the U.S.  Operation  operated on a  profitable
basis,  which profits were offset by the unprofitable  operations of Mashov CBT,
which incurred losses of approximately $128 and $257,  respectively,  during the
three and six  months  ended June 30,  1996.  Management  expects  Mashov CBT to
continue  to  operate  at a loss for the  remainder  of 1997  while the  Company
invests in the subsidiary's future.

Liquidity and Capital Resources

     At June 30, 1997, the Company had $121 in cash and cash  equivalents  and a
working capital deficiency of $1,903. At December 31, 1996, the cash and working
capital deficiency was $50 and $1,946, respectively, for the U.S. Operation, and
$283 and $1,618, respectively,  for Sivan. The improvement of the Company's cash
position was a result of Mashov's  infusion of approximately  $1,200 pursuant to
the Stock Purchase Agreement.  The increase in cash was offset by an increase in
accounts  receivable  and an  investment  in computer  equipment and other fixed
assets.

     The Company used net cash of $510 in operating activities in the six months
ended June 30,  1997.  Accounts  receivable  increased  by $199  during the same
period.  This increase was due  primarily to the increase in revenues.  Accounts
payable  decreased  by $594  during the same  period.  The  Company's  investing
activities resulted in $550 mainly from the cash received in connection



                                      -14-

<PAGE>



with the Stock Purchase Agreement offset by the purchase of $657 in fixed assets
and $45 used to  purchase  Sivan  Jerusalem.  Financing  activities  used  $201,
principally for the repayment of debt.

     In 1997, the Company  obtained an oral  commitment from its Israeli bank to
provide Sivan up to $1 million in working  capital  loans.  As of June 30, 1997,
Sivan  had  borrowed  $331  from  such  bank.  The  Company  expects  to  invest
approximately $400 in new computer equipment during the remainder of 1997. Based
on the commitment of its Israeli bank and the  representation  by Mashov that it
will provide continued  financial support,  if necessary,  to meet the Company's
obligations  for the remainder of 1997,  the Company  believes it has sufficient
working capital to meet its obligations through at least the end of 1997.

     In order to  facilitate  its planned  growth,  the Company  intends to seek
additional  equity or other financing later this year. No assurance can be given
that it will be successful in obtaining such financing. If such financing is not
obtained,  no assurance  can be given that the Company will be able to implement
its planned growth.



                                      -15-

<PAGE>



Exhibits and Reports on Form 8-K.

Exhibits.

Exhibit
Number                 Description of Exhibit
------                 ----------------------

2.1  Stock Purchase  Agreement dated February 6, 1997 and effective February 13,
     1997 by and between the Company and Mashov (1)

3.1  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*

3.2  Certificate of Incorporation, as amended (2)

3.3  By-Laws (3)

4.1  Specimen Common Stock Certificate (4)

10.1 Lease for premises  situated at 462 Seventh Avenue,  18th Floor,  New York,
     New York (5)

10.2 Lease for premises situated at 462 Seventh Avenue,  4th Floor New York, New
     York (6)

10.3 1997 Stock Option Plan*

10.4 Employment Agreement of Roy Machnes (7)

10.5 Employment Agreement of Elan Penn (7)

10.6 Employment Agreement of Terry I. Steinberg (7)

___________
 * Filed herewith

(1)  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.

(2)  Filed as an exhibit  to the  Company's  Annual  Report on Form 10-K for the
     fiscal year ended December 31, 1989 and  incorporated  herein by reference,
     as amended by document  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.

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




                                      -16-

<PAGE>



(4)  Filed as an exhibit to the Company's Registration Statement No. 33-93842 on
     Form S-2 and incorporated herein by reference.

(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, 1994 and hereby  incorporated  by reference
     thereto.

(7)  Filed as a "Related Agreement" to the Stock Purchase  Agreement,  which 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.

     The following Current Report on Form 8-K was filed since December 31, 1996:

     A Current Report on Form 8-K ("Form 8-K") was filed by the Company with the
Commission  on February  27,  1997 with  respect to the  execution  of the Stock
Purchase Agreement and the change of the Company's auditors.

     An  Amendment  No. 1 to the Form 8-K was filed by the  Company  on March 4,
1997 with respect to the change of the Company's auditors.

     An  Amendment  No. 2 to the Form 8-K was filed by the  Company on March 13,
1997 with respect to the change of the Company's auditors.

     An  Amendment  No. 3 to the Form 8-K was filed by the  Company on April 24,
1997 with respect to the financial statements of Sivan and Mashov CBT.



                                      -17-

<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


Date: August 12, 1997



                                      -18-

<PAGE>




                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number               Description of Exhibit
------               ----------------------

2.1  Stock Purchase  Agreement dated February 6, 1997 and effective February 13,
     1997 by and between the Company and Mashov (1)

3.1  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*

3.2  Certificate of Incorporation, as amended (2)

3.3  By-Laws (3)

4.1  Specimen Common Stock Certificate (4)

10.1 Lease for premises  situated at 462 Seventh Avenue,  18th Floor,  New York,
     New York (5)

10.2 Lease for premises situated at 462 Seventh Avenue,  4th Floor New York, New
     York (6)

10.3 1997 Stock Option Plan*

10.4 Employment Agreement of Roy Machnes (7)

10.5 Employment Agreement of Elan Penn (7)

10.6 Employment Agreement of Terry I. Steinberg (7)

_____________
*    Filed herewith

(1)  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.

(2)  Filed as an exhibit  to the  Company's  Annual  Report on Form 10-K for the
     fiscal year ended December 31, 1989 and  incorporated  herein by reference,
     as amended by document  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.

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




 

<PAGE>



(4)  Filed as an exhibit to the Company's Registration Statement No. 33-93842 on
     Form S-2 and incorporated herein by reference.

(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, 1994 and hereby  incorporated  by reference
     thereto.

(7)  Filed as a "Related Agreement" to the Stock Purchase  Agreement,  which 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.