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 September 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)

                                
                                -----------------
                 (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 November 11, 1997, the Issuer had 21,365,768  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 September 30, 1997 and
     December 31, 1996.......................................................3

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

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

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

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

Part II - Other Information

   Item 4.  Submission of Matters to a Vote of Shareholders.................17

   Item 6.  Exhibits and Reports on Form 8-K................................18

Signatures..................................................................20





                                        2

<PAGE>



<TABLE>

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

                                                             September 30,         December 31,
                                                                 1997                 1996
                                                                 ----                 ----
                                                             (unaudited)
<CAPTION>
<S>                                                             <C>                  <C>
ASSETS:
Current Assets:

Cash and cash equivalents....................................    $   34               $ 384
Accounts receivable..........................................     4,261               2,279
Prepaid expenses.............................................       142                 225
Inventory....................................................        30                  91
                                                                  -----               -----
         Total current assets................................     4,467               2,979
                                                                  -----               -----

Property and Equipment:
Property and equipment.......................................     3,887               2,227
Accumulated depreciation and amortization ...................    (1,607)               (587)
                                                                 ------                ---- 
         Total property and equipment........................     2,280               1,640
                                                                  -----               -----
                                                             
Other Assets:
Other assets, net............................................       480                 362
Investment in affiliate......................................        --                 178
Goodwill (net of accumulated amortization of
$320 in 1997 and $211 in 1996)...............................     4,913               1,811
                                                                  -----               -----
                                                              
         TOTAL ASSETS........................................   $12,140              $6,970
                                                                =======              ======
                                                                

</TABLE>





          See accompanying notes to consolidated financial statements.








                                        3

<PAGE>



<TABLE>
<CAPTION>
                        MENTORTECH INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (continued)
                                 (in thousands)

                                                            September  30,                December 31,
                                                                1997                         1996
                                                                ----                         ----
                                                             (unaudited)
<S>                                                             <C>                          <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)

Current Liabilities:
Accounts payable and accrued expenses........................    $ 2,953                      $1,495
Deferred revenue.............................................      1,770                       1,624
Loans payable - others - current portion.....................        824                          --
Loans payable - affiliate - current portion..................      1,085                       1,478
Capital equipment obligations................................         36                          --
                                                                  ------                       -----
         Total current liabilities...........................      6,668                       4,597
                                                                  ------                       -----

Other Liabilities:
Loans payable affiliates (shareholders)......................        600                       2,665
Other liabilities............................................        623                         455
                                                                   -----                       -----
         Total liabilities...................................      7,891                       7,717
                                                                   -----                       -----

Stockholders' Equity (Deficiency):
Common stock.................................................        212                         150
Additional paid in capital - common stock....................      5,325                          --
Accumulated deficit..........................................     (1,145)                       (920)
Cumulative foreign currency
  translation adjustment.....................................       (143)                         23
                                                                   -----                        ----
         Total Stockholders' Equity (Deficiency).............      4,249                        (747)
                                                                   -----                        ---- 
         TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY.............................    $12,140                      $6,970
                                                                 =======                      ======


</TABLE>


          See accompanying notes to consolidated financial statements.



                                                         4

<PAGE>


<TABLE>
<CAPTION>

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

                                                         Three Months                         Nine Months
                                                            Ended                               Ended
                                                         September 30,                       September 30,

                                                    1996               1997              1996              1997
                                                    ----               ----              ----              ----
                                                                           (unaudited)
<S>                                            <C>              <C>               <C>               <C>    
Revenues......................................     $2,397           $4,396            $6,606           $13,083
Cost of revenues..............................      1,230            2,730             3,454             8,105
                                                    -----            -----             -----             -----
Gross profit..................................      1,167            1,666             3,152             4,978

Selling and marketing.........................        371              750               927             1,955
General and administrative....................        728              981             1,959             2,770
Research and development......................         90              110               192               340
                                                      ---              ---               ---               ---
Operating  income (loss)......................        (22)            (175)               74              (87)
                                                      ---             ----                --              --- 

Equity in earnings of affiliate...............          9               --                41                --
Gain on sale of subsidiary....................          0               17                                  44
Financial income (expense), net...............       (104)             (39)             (411)             (136)
                                                     ----              ---              ----              ---- 

Net (loss)....................................      $(117)           $(197)            $(296)           $ (179)
                                                    =====            =====             =====            ====== 

Net (loss) per share..........................     ($0.01)          ($0.01)           ($0.01)           ($0.01)
                                                   ======           ======            ======            ====== 

Weighted average number of shares............. 21,238,495       19,158,997        21,238,495        16,386,332
                                               ==========       ==========        ==========        ==========

</TABLE>


           See accompanying notes to consolidated financial statements






                                        5

<PAGE>



<TABLE>
<CAPTION>
                        MENTORTECH INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                                                           Nine Months
                                                                                              Ended
                                                                                           September 30,
                                                                                           -------------
                                                                                       1997             1996
                                                                                       ----             ----
                                                                                            (unaudited)
<S>                                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income (loss) for the period ...........................................        ($179)           ($296)

 Adjustments to reconcile net (loss)
      to net cash (used in) provided by operating activities
    Depreciation and amortization ...........................................           674             334
    Capital gain ............................................................             5               0
    Equity in earnings of affiliate..........................................             0             (41)
    Increase in accrued severance pay, net ..................................            94              82
    Decrease in deferred income taxes........................................           (73)              0
    Increase in trade receivables ...........................................          (121)           (385)
    Decrease in prepaid expenses ............................................          (105)              0
    Decrease (increase) in other receivables ................................            56            (140)
    Decrease (increase) in inventories ......................................            55             (46)
    Increase (decrease) in trade payables ...................................          (520)             77
    Increase (decrease) in loans payable affiliates .........................          (410)            260
    Increase in deferred revenue ............................................           110             343
   Increase (decrease) in accounts payable and accrued
      expenses...............................................................          (198)             94
   Accrued interest on shareholders' loan ...................................             0             218
                                                                                       ----            ----
        Net cash (used in) provided by operating activities .................          (612)            500
                                                                                       ----             ---

CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property and equipment ......................................          (908)           (645)
    Proceeds from sales of property and equipment ...........................            71               0
    Purchase of subsidiary  .................................................           (45)              0
    Cash acquired in acquisition.............................................         1,217               0
                                                                                      -----            ----
       Net cash provided by (used in) investing activities ..................           335            (645)
                                                                                      -----            ---- 


</TABLE>


                                        6

<PAGE>



<TABLE>
<CAPTION>
                        MENTORTECH INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (in thousands)
                                                                                          Nine Months         
                                                                                             Ended            
                                                                                          September 30,       
                                                                                          -------------    
                                                                                      1997             1996  
                                                                                      ----             ----  
                                                                                             (unaudited)       
<S>                                                                                   <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES:                                                

 Proceeds from issuance of shares ...........................................            0              151
 Capital equipment obligation repayments.....................................          (37)               0
 Stock issuance expense......................................................          (69)               0
 Repayment of loans payable..................................................         (480)               0
 Increase in short-term bank credit .........................................          629                0
                                                                                       ---              ---
    Net cash provided by financing activities ...............................           43              151
                                                                                       ---              ---

 Net increase (decrease) in cash and cash equivalents.......................          (234)               6
 Effect of exchange rate changes on cash and cash equivalent.................          (20)              (2)
 Cash and cash equivalents at the beginning of the period....................          288               93
                                                                                      ----              ---

 Cash and cash equivalents at the end of the period.........................           $34              $97
                                                                                      ----              ---

 Supplemental disclosure of cash flow information:
 Cash paid during the period for
         Income taxes .......................................................          $38              $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

</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 nine month periods ended  September
30, 1996 and the consolidated statements of cash flows for the nine months ended
September 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  year 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 nine months ended  September  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 nine months ended  September 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 nine months
ended  September 30, 1996  includes the nine months  operations of Sivan and the
six 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 nine months ended  September 30, 1997 would
have been as follows:


     Revenues                              $13,685,000
     Net (Loss)                            ($315,000)
     Net (Loss) Per Share                  ($0.01)

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").  Each
share of Series C Preferred  Stock was converted  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 September 30,
1997, own 4,812,509 shares of Common Stock of the Company.  The shares of Common
Stock  issued  pursuant  to  the  Conversion  Agreement  are  the  subject  of a
Registration  Statement on Form SB-2 which was declared effective on November 5,
1997 by the Securities and Exchange Commission.

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.

     Effective October 1, 1997, the Company  purchased  substantially all of the
assets  of GLTN  Computer  Consultants  Inc.  GLTN was an  independent  computer
training company located on Long Island,  New York. The former president of GLTN
has been hired as the Company's Vice President of Instructor Led Training.

Financial Reporting

     The  unaudited  financial  statements  as of September 30, 1997 included in
this report  reflect the  operations of Sivan and Mashov CBT for the nine months
ended  September 30, 1997 as well as those of the U.S.  Operation and Mentortech
TBT formerly 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 nine months ended September 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
September 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





                                       11

<PAGE>



nine  month  period  ended  September  30,  1997 in order to  provide  a clearer
description of such operations during the period.

Three and Nine Months Ended September 30, 1997 Compared to Three and Nine Months
Ended September 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. Technology Based Training ("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.

     The  Company's  revenues  for the three  months  ended  September  30, 1997
increased by 83% to $4,396 from $2,397 for the three months ended  September 30,
1996.  Revenue for the nine months ended  September  30, 1997  increased  98% to
$13,083 from $6,606 for the  comparable  1996 period.  Sivan  training  revenues
increased  by 25% and 29% from  $2,321 and $6,487 for the three and nine  months
ended September 30, 1996,  respectively,  to $2,868 and $8,359 for the three and
nine months ended September 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 49% and 41%of Sivan's increased revenues for the
three  and  nine  months  ended  September  30,  1997.  Sivan's  share  of Sivan
Jerusalem's  results of  operations  were  reported  as equity in earnings of an
affiliate in 1996.  The remaining  increases in Sivan's  revenues of 12% and 17%
for the three and nine months ended September 30, 1997 were due primarily to its
success in offering more profitable  technical courses as well as an increase in
the number of  application  courses  offered.  The  operations of Mentortech TBT
began in April  1996,  therefore  the 1996  amounts  only  reflect six months of
operations rather than nine.

     The revenues of the U.S. Operation were $1,466 and $4,825 for the three and
nine months ended  September  30, 1997, a decrease of 17% and an increase of 2%,
respectively,  compared to revenues of $1,769 and $4,707, respectively,  for the
three and nine months ended September 30, 1996. In 1997, 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 went from  $1,167 and
$2,725 for the three and nine months ended  September  30,  1996,  to $1,054 and
$3,564, respectively,  for the three and nine months ended September 30, 1997, a
decrease  of 10% and an  increase  of  31%,  respectively.  Consulting  revenues
decreased  in  the  third  quarter  of  1997  primarily  due to  termination  of
assignments  and delays in the start dates of new  assignments.  Management  has
engaged a  consultant's  advocate  whose  primary  role is to  communicate  with
consultants,  increase  their  retention rate and improve  expected  termination
reporting. Management believes that this action should reduce future turnover.

     During  the  three and nine  months  ended  September  30,  1997,  the U.S.
Operation continued to experience  declining ILT revenues.  Application training
revenues decreased by



                                       12

<PAGE>



approximately  32% and 36%,  respectively,  for the three and nine months  ended
September 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 97 would  have a
positive impact on ILT revenues.  However,  many clients continued to delay such
conversions and projects  pending the market's  experiences  with Office 97. The
U.S.  Operation has recently 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  have had
higher  margins.   Management  believes  that  this  higher  technical  training
environment  will  have 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 nine months ended  September 30, 1997,  technical  training  revenues
increased by 15% compared to the same period in 1996.

     Cost of revenues for ILT 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 in custom TBT projects. Cost of revenues rose to 62% of revenues
for the three and nine months ended September 30, 1997,  respectively,  compared
to 51% and 52% of revenues  for the three and nine months  ended  September  30,
1996,  respectively.  Cost of revenues for Sivan was 53% and 58% of revenues for
the three and nine months ended  September 30, 1997,  respectively,  compared to
53% for the comparable periods in 1996. These increases were primarily due to an
increase in depreciation expense as a result of a substantial  investment in new
classroom  computer  equipment.  Depreciation  expense for  classroom  computers
increased  by 51% for the three and nine  months  ended  September  30,  1997 as
compared to the 1996 comparable period.  Cost of revenues for the U.S. Operation
were 75% and 72% for the  three  and  nine  months  ended  September  30,  1997,
respectively. As training revenues decrease, cost of revenues as a percentage of
sales  has  increased  due  to the  fixed  costs  of  classroom  facilities  and
depreciation.

     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 $379 and $1,028 to $750 and $1,955  during the three and
nine months ended September 30, 1997,  respectively,  from $371 and $927 for the
three and nine  months  ended  September  30,  1996,  respectively.  Selling and
marketing  expenses  of Sivan  increased  by 36% and 31 % for the three and nine
months ended September 30, 1997,  respectively,  compared to the same periods in
1996.  This  increase is due to  Management's  decision  to  increase  sales and
marketing





                                       13

<PAGE>



activities 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 $262 and $658 for the three and nine
months ended September 30, 1997, respectively,  from $205 and $547 for the three
and nine months ended September 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 $253 and $811 to $981 and $2,770  during the three and nine months
ended September 30, 1997,  respectively,  from $728 and $1,959 for the three and
nine months ended  September 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 $344
and $1,062, respectively, for the U.S. Operation, $589 and $1,683, respectively,
for Sivan, and $64 and $196, respectively, for Mashov CBT for the three and nine
months ended September 30, 1997. General and  administrative  expenses for Sivan
(excluding Sivan Jerusalem) decreased by $187 (27%) and $343 (18%) for the three
and nine months ended  September  30, 1997,  respectively,  compared to the same
periods in 1996.

     Research  and  development   expenses  consist  primarily  of  salaries  of
employees  engaged  in  ongoing  research  and  development  activities  of  TBT
materials and other related costs. Research and development expenses amounted to
$110 and $340,  respectively,  for the three and nine months ended September 30,
1997, respectively, compared to $89 and $193 for the three and nine months ended
September 30, 1996. Research and development is primarily incurred by Mashov CBT
which did not begin operating until the second quarter of 1996.

     The Company  incurred an operating  loss of $175or the three months ended
September  30, 1997  compared to an  operating  loss of $22 for the three months
ended September 30, 1996. The operating loss for the nine months ended September
30, 1997 was $87 compared to operating  income of $74 for the nine months ended
September  30,  1996.  The  results in the 1997  periods  were due to  decreased
revenues in the U.S.,  increased  sales and  marketing  expenses,  coupled  with
increased 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 nine months ended September 30, 1997. The
Company's  gain on the sale of a subsidiary  refers to the 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 nine months ended September 30,
1996.

     Financial  expenses,  net, consists  primarily of bank charges and interest
expenses offset by interest income. Financial expenses decreased to $136 and $39
for the three and nine



                                       14

<PAGE>



months ended  September  30, 1997 from $411 for the nine months ended  September
30, 1996. An adjustment  representing  renegotiation of loans in Israel was made
during the three months ended September 30, 1997 compared to financial  expenses
of $104 for the three months ended  September  30, 1996.  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 net losses of $197 and
$179,  respectively,  for the three and nine  months  ended  September  30, 1997
compared  to net losses of $117 and $296,  respectively,  for the three and nine
months ended September 30, 1996. Sivan's profit was $271 and $436, respectively,
for the three and nine months ended September 30, 1997 compared to net income of
$11 and net loss of $58 for the three and nine months ended  September 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  Mentortech   TBT,   which   incurred   losses  of
approximately  $228 and $485,  respectively,  during  the three and nine  months
ended  September  30,  1996.  The third  quarter  losses  are due  primarily  to
decreased  consulting  revenues  in the US, and  increased  sales and  marketing
expenses. Management expects Mentortech TBT 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 September 30, 1997, the Company had $34 in cash and cash equivalents and
a working  capital  deficiency  of $2,201.  At December 31,  1996,  the cash and
working capital deficiency was $50 and $1,946, for the U.S. Operation,  and $384
and $1,618, respectively,  for Sivan. The improved cash position was a result of
Mashov's infusion of approximately $1,200 into the Company pursuant to the Stock
Purchase  Agreement,  offset  by  operating  losses  as well as an  increase  in
accounts  receivable  and an  investment  in computer  equipment and other fixed
assets.

     The  Company  used net  cash of $612 in  operating  activities  in the nine
months ended September 30, 1997.  Accounts  receivable  increased by $121 during
the same period.  This  increase was due  primarily to the increase in revenues.
Accounts  payable  decreased  by $520  during  the same  period.  The  Company's
investing  activities  resulted  in  $335  mainly  from  the  cash  received  in
connection with the Stock Purchase  Agreement  offset by the purchase of $908 in
fixed  assets and $45 used to purchase  Sivan  Jerusalem.  Financing  activities
provided $43, principally from short term bank credit.

     In 1997, the Company  obtained an oral  commitment from its Israeli bank to
provide Sivan up to $1.1 million in working  capital loans.  As of September 30,
1997,  Sivan had borrowed $1 million from such bank.  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.





                                       15

<PAGE>



     In order to  facilitate  its planned  growth,  the Company  intends to seek
additional equity or other financing in fourth quarter of 1997. 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.





                                       16

<PAGE>



                            PART II-OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Shareholders

     The Company held its Annual Meeting of  Stockholders on August 4, 1997. The
number of shares of the Company's Common Stock  outstanding and entitled to vote
at the 1997 Annual Meeting of  Stockholders  was 21,584,090,  including  658,412
shares of the  Company's  Series C  Preferred  Stock  which  have 10 to 1 voting
rights in relation to shares of Common  Stock.  At the meeting the  shareholders
voted for:

1. The election of the following directors to hold office for a term until their
successors  are duly elected and qualified at the Company's  1998 Annual Meeting
of Stockholders.

                               For                              Withhold
                               ---                              --------
David Assia                 17,550,751                             600
Jack Dunietz                17,550,751                             600
Martin F. Kahn              17,550,751                             600
Roy Machnes                 17,550,751                             600
Elan Penn                   17,550,751                             600
Terry I. Steinberg          17,550,751                             600


2. Approval to amend the Certificate of  Incorporation to change the name of the
Company from PC Etcetera, Inc. to Mentortech Inc.

            For             Against        Abstain
            ---             -------        -------
         17,550,791           560             --


3. Approval to amend the 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 of the Company,  par value $.01
per share, and 5,000,000 shares of preferred stock of the Company,  par value of
$.001 per share.

       For           Against            Abstain              Unvoted
       ---           -------            -------              -------
    17,537,477       4,620                 --                  9,254


4. Approval to authorize the conversion, at the option of the holder, of each of
the 658,412  outstanding  shares of the Company's  Series C Preferred Stock into
ten shares of Common Stock.

       For           Against            Abstain              Unvoted
       ---           -------            -------              -------
    17,255,706       6,620                400                288,225






                                       17

<PAGE>



5. Approval of the Company's 1997 Stock Option Plan.

       For           Against            Abstain              Unvoted
       ---           -------            -------              -------
    17,257,706       5,220                200                288,225


6. Approval of the appointment of Ernst & Young LLP as the independent  auditors
of the Company's 1997 financial statements.

            For             Against        Abstain
            ---             -------        -------
         17,550,511           640            200


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

Exhibits.

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 (2)

3.2  Certificate of Incorporation, as amended (3)

3.3  By-Laws (4)

4.1  Specimen Common Stock Certificate (5)

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

10.2 Lease for premises situated at 462 Seventh Avenue,  4th Floor New York, New
     York (7)

10.3 1997 Stock Option Plan (2)

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  Current  Report on Form 8-K for an
     event dated February 13, 1997 and hereby incorporated by reference thereto.



                                       18

<PAGE>



(2)  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.

(3)  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.

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

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

(6)  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.

(7)  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.

(8)  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.

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





                                       19

<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: November 14, 1997



                                       20

<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 (2)

3.2  Certificate of Incorporation, as amended (3)

3.3  By-Laws (4)

4.1  Specimen Common Stock Certificate (5)

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

10.2 Lease for premises situated at 462 Seventh Avenue,  4th Floor New York, New
     York (7)

10.3 1997 Stock Option Plan (2)

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  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  Quarterly  Report on Form 10-QSB for
     the  quarter  ended June 30,  1997 and  hereby  incorporated  by  reference
     thereto.

(3)  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.

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

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

(6)  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.

(7)  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.

(8)  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.