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

                                  FORM 10-QSB/A
                                Amendment No. 1

X    Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended June 30, 1998.

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

Commission file number: 0-17419


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


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




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

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


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


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 13, 1998,  the Issuer had  3,446,163  shares of Common  Stock,  par
value $.01, outstanding.

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



                                                         

<PAGE>




                                 MENTORTECH INC.

                                   Form 10-QSB

 

                                                                            
Part I - Financial Information

Item 1. Financial Statements

 



                                        2

<PAGE>



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

<TABLE>
<CAPTION>
                                                          June 30, 1998                December 31, 1997
                                                          -------------                -----------------
                                                           (unaudited)
<S>                                                        <C>                              <C>    
ASSETS
Current Assets:
Cash and cash equivalents                                  $   491                          $ 1,659
Accounts receivable                                          4,382                            3,503
Prepaid expenses                                               573                              351
Inventory                                                       33                               34
                                                            ------                           ------
         Total current assets                                5,479                            5,547
                                                            ------                           ------

Property and Equipment:
Property and equipment                                       4,347                            3,900
Accumulated depreciation
  and amortization                                          (1,862)                          (1,536)
                                                           -------                          -------
         Total property and equipment                        2,485                            2,364
                                                           -------                          -------

Other Assets:
Other assets, net                                              420                              585
Goodwill (net of accumulated amortization
       of $568 in 1998 and $446 in 1997)                     4,807                            5,001
                                                             -----                            -----
         TOTAL ASSETS                                      $13,191                          $13,497
                                                            ======                           ======


</TABLE>










          See accompanying notes to consolidated financial statements.






                                        3

<PAGE>





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

<TABLE>
<CAPTION>

                                                                June 30, 1998            December 31, 1997
                                                                -------------            -----------------
                                                                 (unaudited)
<S>                                                              <C>                          <C> 
LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities:
Accounts payable and accrued expenses                             $2,769                      $ 2,831
Deferred revenue                                                   2,136                        2,155
Loans payable - others - current portion                             592                          601
Loans payable - affiliate - current portion                          182                          102
Capital equipment obligations                                         --                            5
                                                                  ------                       ------
            Total current liabilities                              5,679                        5,694

Other Liabilities:
Loans payable                                                         --                          136
Accounts payable - long term                                         255                          271
Other liabilities                                                    690                          556
                                                                   -----                        -----
            Total liabilities                                      6,624                        6,657
                                                                   -----                        -----

Stockholders' Equity:
Common stock                                                          34                           34
Additional paid in capital - common stock                          8,698                        8,722
Accumulated deficit                                               (1,901)                      (1,771)
Cumulative foreign currency translation adjustment                  (264)                        (145)
                                                                  ------                       ------
            Total Stockholders' Equity                             6,567                        6,840
                                                                   -----                        -----
            TOTAL LIABILITIES AND
               STOCKHOLDERS' EQUITY                              $13,191                      $13,497
                                                                 =======                      =======



</TABLE>







          See accompanying notes to consolidated financial statements.



                                        4

<PAGE>



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

<TABLE>
<CAPTION>
                                            Three Months Ended                   Six Months Ended
                                                 June 30,                            June 30,
                                           ----------------------              ----------------------  
                                           1998              1997              1998              1997
                                           ----              ----              ----              ----
                                                                   (unaudited)

<S>                                       <C>               <C>              <C>               <C>   
Revenues                                  $5,160            $4,420           $10,132           $8,687
Cost of revenues                           3,215             2,746             6,343            5,375
                                          ------            ------           -------           ------
Gross profit                               1,945             1,674             3,789            3,312

Selling and marketing                        892               686             1,716            1,205
General and administrative                   975               800             2,080            1,789
Research and development                      --               127                --              230
                                          ------             -----            ------           ------
Operating income (loss)                       78                61                (7)              88
Gain on sale of subsidiary                    --                16                --               27
Financial income (expense), net              (41)              (69)             (123)             (97)
                                            ----              ----             -----              ---

Net income (loss)                          $  37             $   8            $ (130)           $  18
                                            ====              ====             =====             ====
Net income (loss) per share
  Basic                                    $ .01             $.002            $ (.04)          $ .005
                                            ====              ====             =====            =====
  Diluted                                  $ .01             $.002            $ (.04)          $ .005
                                            ====              ====             ======           =====

Number of shares used in computing
      net income (loss) per share
  Basic                                    3,446             3,446             3,446            3,446
                                           =====             =====             =====            =====
  Diluted                                  3,866             3,834             3,446            3,834
                                           =====             =====             =====            =====



</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,
                                                                          ---------------------------
                                                                          1998                   1997
                                                                          ----                   ----
                                                                      (unaudited)
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss) for the period                                        $(130)                $   18

 Adjustments to reconcile net income (loss) to net
     cash (used in) provided by operating activities
   Depreciation and amortization                                           520                    366
   Increase (decrease) in accrued severance pay,  net                       (8)                    41
   Increase in trade receivables                                          (879)                  (199)
   Decrease (increase) in prepaid expenses                                (222)                   211
   Decrease in other receivables                                            --                    154
   Decrease in other assets                                                165                     79
   Decrease in inventories                                                   1                     65
   Increase (decrease) in related parties                                   80                   (452)
   Decrease in deferred revenue                                            (19)                  (125)
   Increase in deferred income taxes                                        --                    (72)
   Capital gain                                                             --                     (2)
   Decrease in accounts payable and accrued expenses                       (78)                  (594)
                                                                           ----                  -----
         Net cash (used in) operating activities                          (570)                  (510)
                                                                           ---                    ---

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                     (576)                  (657)
   Proceeds from sales of property and equipment                           129                     35
   Purchase of subsidiary                                                   --                    (45)
   Cash acquired in acquisition                                             --                  1,217
                                                                        ------                  -----
         Net cash (used in) provided by investing
            activities                                                    (447)                   550
                                                                        ------                  -----

</TABLE>







          See accompanying notes to consolidated financial statements.



                                        6

<PAGE>



                        MENTORTECH INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                                Six Months Ended
                                                                                                   June 30,
                                                                                            ----------------------
                                                                                            1998             1997
                                                                                            ----             ----
                                                                                                 (unaudited)
<S>                                                                                      <C>                <C>   
CASH FLOWS FROM FINANCING ACTIVITIES:
 Capital equipment obligation repayments                                                  $   (5)           $ (52)
 Decrease in loans payable                                                                    --             (480)
 Additional costs of issuance of common stock                                                (24)              --
 Increase in short-term bank credit                                                           (3)             331
                                                                                             ---
         Net cash provided by (used in) financing activities                                 (32)            (201)
                                                                                            ----            -----

 Net (decrease) in cash and cash equivalents                                              (1,049)            (161)
 Effect of exchange rate changes on cash
   and cash equivalents                                                                     (119)              --

 Cash and cash equivalents at the beginning of the period                                  1,659              282
                                                                                          ------             ----

 Cash and cash equivalents at the end of the period                                         $491             $121
                                                                                          ======           ======

 Supplemental disclosure of cash flow information:
 Cash paid during the period for
         Income taxes                                                                       $  3             $ 28
         Interest                                                                           $123             $ 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
Effective March 3, 1998 an 8:1 reverse stock split
  was effectuated

</TABLE>







          See accompanying notes to consolidated financial statements.






                                        7

<PAGE>



                        MENTORTECH INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Interim Financial Statements

     The accompanying financial information is unaudited,  but in the opinion of
management,  reflects  all  adjustments  (which  include  only normal  recurring
adjustments)  necessary  to present  fairly the  Company's  financial  position,
operating  results  and  cash  flows  for  those  periods   presented.   Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted  pursuant to the rules and regulation of the Securities and
Exchange  Commission.  See  Management's  Discussion  and Analysis 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,
1997.  Results for the interim period are not necessarily  indicative of results
for the entire year.


Note 4.  Accounting Policy

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



                                        8




<PAGE>



                                   SIGNATURES

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

                                      MENTORTECH, INC.



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



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



Date: September 28, 1998



                                       9


<PAGE>


                                  EXHIBIT INDEX

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

3.1  Certificate of Incorporation, as amended (1)

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

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

3.4  By-Laws (4)

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

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

10.3 1997 Stock Option Plan (7)

10.4 Employment Agreement of Roy Machnes (8)

10.5 Employment Agreement of Elan Penn (8)

10.6 Employment Agreement of Terry I. Steinberg (8)

27   Financial Data Schedule

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

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

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

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

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

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

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

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