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

                                  FORM 10-QSB/A
                                 Amendment No. 2

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

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

Commission file number: 0-17419


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


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




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

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


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


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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

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



                                                         

<PAGE>

Part I - Financial Information

Item 1. Financial Statements












                                        2

<PAGE>




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

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

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

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

Other Assets:
Other assets, net                                                505                     585
Investment in affiliate                                           --                      --
Goodwill (net of accumulated amortization of
     $217 in 1998 and $287 in 1997)                            4,905                   5,001
                                                              ------                  ------
         TOTAL ASSETS                                        $13,387                 $13,497
                                                             =======                 =======



</TABLE>








          See accompanying notes to consolidated financial statements.






                                        3

<PAGE>




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

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

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

Other Liabilities:
Loans payable                                                     212                    136
Accounts Payable - Long Term                                      271                    271
Other liabilities                                                 558                    556
                                                                -----                  -----
         Total liabilities                                      6,776                  6,657
                                                                -----                  -----

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


</TABLE>








          See accompanying notes to consolidated financial statements.



                                        4

<PAGE>



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

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

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

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

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

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

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



</TABLE>











          See accompanying notes to consolidated financial statements.






                                        5

<PAGE>




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

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

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

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

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

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

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


CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property and equipment                                        (170)             (385)

    Proceeds from sales of property and equipment                                0                 9

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

</TABLE>


          See accompanying notes to consolidated financial statements.



                                        6

<PAGE>





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

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

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

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

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

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

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

</TABLE>








          See accompanying notes to consolidated financial statements.






                                        7

<PAGE>



                        MENTORTECH INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Interim Financial Statements

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


Note 2.  Accounting Policy

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



                                        8


<PAGE>



                                   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.