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

                                   FORM 10-QSB

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

                                      INDEX

                                                                            Page
                                                                            ----

Part I - Financial Information

Item 1. Financial Statements

         Consolidated Balance Sheets at June 30, 1998 and
           December 31, 1997                                                 3

         Consolidated Statements of Operations for the three and
           six months ended June 30, 1998 and 1997                           5

         Consolidated Statement of Cash Flows for the six months
           ended June 30, 1998 and 1997                                      6

         Notes to Consolidated Financial Statements                          8

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

Part II - Other Information

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

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

Signatures                                                                  16




                                        2

<PAGE>



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

<TABLE>
<CAPTION>
                                                          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            $ (.03)          $ .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             3,866            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>




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

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

Overview

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

     In  October  1997,  the  Company  acquired  the  assets  of  GLTN  Computer
Consultants,   Inc.,  a  Long  Island,   New  York,  ILT  training   company  in
consideration  of $130,000 and the issuance of 15,909 shares of Common Stock. On
March 3, 1998, an 8 for 1 reverse stock split of the Company's  Common Stock was
effectuated.

Financial Reporting

     The unaudited financial  statements for the three and six months ended June
30, 1997 included in this report  reflect the operations of Sivan and Mashov CBT
(currently operating through Mentortech TBT) for such periods and the operations
of PCE U.S. and Mentortech TBT (formerly PC Etcetera  Israel) since February 13,
1997, the date of the stock purchase  transaction.  All per share data have been
revised to reflect an 8 for 1 reverse stock split that was  effectuated on March
3, 1998.

Three and six months  ended June 30,  1998 as  compared  to three and six months
ended June 30, 1997.

     Revenues.  The Company's revenues are derived from instructor-led  training
("ILT") services,  contractual  consulting and staff augmentation  services, and
technology-based training






                                        9

<PAGE>



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

     The Company's  revenues for the three months ended June 30, 1998  increased
17% to $5.2 million from $4.4 million in the  comparable  1997 period.  Revenues
for the six months ended June 30, 1998 also rose 17% to $10.1  million from $8.7
million for the six months ended June 30, 1997.  Sivan's ILT revenues  increased
by $480,000  and $1.0 million  respectively,  for the three and six months ended
June 30, 1998 to $3.1 million and $6.5 million compared to $2.6 million and $5.5
million for the same periods in 1997.  The increase in Sivan's  revenues in 1998
was due primarily to its success in offering more profitable  technical  courses
as well as an increase in the number of vocational courses offered. TBT revenues
for the three and six months  ended June 30, 1998 were  $241,000  and  $359,000,
respectively, compared to $183,000 and $438,000 for the same periods in 1997.

     The revenues of the  Company's  U.S.  operation  were $1.7 million and $3.2
million for the three and six months ended June 30,  1998.  This  represents  no
change for the three months ended June 30, 1998 and a decrease of 4% compared to
revenues of $1.7 million and $3.4 million,  respectively,  for the three and six
months ended June 30, 1997.  Consulting  revenues for the New York  metropolitan
area  totaled  $1.0  million and $2.0 million for the three and six months ended
June 30, 1998, a decline of 15% and 19%,  respectively,  compared to revenues of
$1.1  million and $2.5 million for the three and six months ended June 30, 1997.
The decrease in consulting  revenues is primarily  due to increased  competition
and the completion of assignments performed by the Company.

     The Company  experienced growth in the ILT business in the United States in
1998. Revenues for the three and six months ended June 30, 1998 rose to $746,000
and  $1.2  million,  respectively,  which  represents  increases  of 6% and  5%,
respectively,  when  compared to revenues of $474,000  and $919,000 for the same
periods in 1997.  Management  attributes  the  increase  in ILT  revenues to the
adoption of new  messaging  systems by its clients  which  resulted in increased
demand for training.  The Company's  U.S.  operation  had  anticipated  that the
release of a new application  software  entitled Office 97 would have a positive
impact on ILT  revenues  in  previous  periods.  Management  believes  that this
transition has begun.

     The  Company's  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.  Management
believes  that this higher  technical  training  environment  will have a better
synergy with the U.S. operation's  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.




                                       10

<PAGE>



     The cost of ILT revenues consists primarily of the expenses of instructors,
classroom space costs as well as depreciation  of classroom  equipment.  Cost of
revenues for consulting  services  consists  primarily of the labor costs of the
consultants performing the work at clients' facilities. Cost of revenues for TBT
revenues include  packaging and  manufacturing  costs of the products as well as
design  expenses for custom TBT  projects.  Cost of revenues for the Company was
62% and 63% of  revenues  for the  three and six  months  ended  June 30,  1998,
respectively,  compared to 62% and 62% of revenues  for the three and six months
ended June 30, 1997.  Cost of revenues for Sivan was 61% and 58%,  respectively,
for the three and six months ended June 30, 1998 compared to 59% of revenues for
the three and six months  ended June 30,  1997.  Cost of  revenues  for the U.S.
operation was 64% and 70%, respectively, for the three and six months ended June
30,  1998,  compared  to 69% and 70% for the same  periods  of 1997.  During the
second quarter of 1998, the Company reduced its fixed costs.  Management expects
a  significant  reduction in the cost of goods sold as a percentage of sales for
the remainder of 1998.

     Sales  and  marketing  expenses  consist  primarily  of costs  relating  to
promotion,  advertising, trade shows and exhibitions. Such expenses also include
compensation of sales support, travel and related expenses.  Sales and marketing
expenses  increased  by $206,000  and  $511,000 to  $892,000  and $1.7  million,
respectively, for the three and six months ended June 30, 1998 from $686,000 and
$1.2  million  for the three  and six  months  ended  June 30,  1997.  Sales and
marketing expenses in Israel totaled $589,000 and $1.0 million for the three and
six months  ended June 30, 1998 as compared to  $491,000  and  $884,000  for the
three and six months ended June 30, 1997.  Sales and  marketing  expenses in the
U.S.  totaled  $306,000 and $703,000 for the three and six months ended June 30,
1998, up from $195,000 and $396,000 for the comparable periods of 1997.

     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 to $1.0 million and $2.1 million,  respectively, for the three and six
months ended June 30, 1998,  from $800,000 and $1.8 million,  respectively,  for
the three  and six  months  ended  June 30,  1997.  General  and  administrative
expenses were $673,000 for the U.S. operation and $1.4 million for Sivan for the
six months ended June 30, 1998.  Management is continuing  its efforts to reduce
general  and  administrative  expenses.  In the  United  States,  all  duplicate
administrative  functions  arising  from  the  acquisition  of  GLTN  have  been
eliminated.

     Research  and  development  expenses  consist  primarily of salaries of the
employees who are engaged in ongoing research and development  activities of TBT
materials and other related costs. Research and development expenses amounted to
$127,000 and $230,000, respectively, for the three and six months ended June 30,
1997.  Due to a change in Accounting  Principles  in Israel,  the Company can no
longer  charge  expenses to research and  development  without a permit from the
Israeli  Government's  Chief Scientist.  Management has decided not to apply for
such permit.

     As a result of the foregoing,  the Company had operating  income of $78,000
and an  operating  loss of  $7,000,  respectively,  for the three and six months
ended  June 30,  1998  compared  to  operating  income of $61,000  and  $88,000,
respectively,  for the  comparable  periods  of  1997.  Management  has  devoted
substantial efforts to an aggressive cost containment plan.  Management believes
once the cost containment  plan is fully  implemented,  the Company's  increased
investment   in  sales  and   marketing   will  permit  the  Company  to  attain
profitability in 1998.







                                       11

<PAGE>



     Interest  expenses,  net,  consists  primarily of bank charges and interest
expenses offset by interest income.  Interest expenses were $41,000 and $123,000
for the three and six month  periods  ended June 30, 1998 as compared to $69,000
and $97,000 in the comparable periods in 1997.

     Sivan's  operations  had net income of $449,000  in 1998  compared to a net
loss of  $92,000  in 1997.  The  Company's  U.S.  operation  incurred  a loss of
$390,000 during the six months ended June 30, 1998 and Mentortech TBT incurred a
loss of $189,000.  As a result of the  foregoing,  the Company had net income of
$37,000 for the three  months ended June 30, 1998 and a net loss of $130,000 for
the six  months  ended  June 30,  1998 as  compared  to net income of $8,000 and
$18,000 for the three and six month periods ended June 30, 1997.

Liquidity and Capital Resources

     At  June  30,  1998,   the  Company  had  cash  and  cash   equivalents  of
approximately  $500,000 and a working capital deficiency of $200,000 compared to
cash and cash  equivalents of  approximately  $1.7 million and a working capital
deficiency of approximately $150,000 at December 31, 1997.

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

     In 1997, the Company  obtained an oral  commitment from its Israeli bank to
provide Sivan up to $1.1 million in working  capital loans. As of June 30, 1998,
Sivan had borrowed approximately $700,000 from such bank.

     The Company's operating activities used approximately  $570,000 net cash in
the  six  months  ended  June  30,  1998.  Accounts   receivable   increased  by
approximately  $879,000 during the same period.  This increase was due primarily
to higher  accounts  receivable  due to the increase in sales  volume.  Accounts
payable and accrued  expenses  decreased by $78,000 during the same period.  The
Company's investing  activities used approximately  $447,000,  primarily for the
purchase of fixed assets.

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

Seasonality

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




                                       12

<PAGE>



The Year 2000 Issue

     Some of the Company's older computer programs were written using two digits
rather than four to define the  applicable  year.  As a result,  those  computer
programs have  time-sensitive  software that  recognize a date using "00" as the
year 1900  rather  than the year  2000.  This  could  cause a system  failure or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process transactions,  send invoices, or engage
in similar normal business activities.

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







                                       13



<PAGE>



PART II-OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Shareholders

     None.

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

Exhibits.


3.1  Certificate of Incorporation, as amended (1)

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

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

3.4  By-Laws (4)

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

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

10.3 1997 Stock Option Plan (7)

10.4 Employment Agreement of Roy Machnes (8)

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.



                                       14

<PAGE>



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

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

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



Reports on Form 8-K.

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






                                       15


<PAGE>



                                   SIGNATURES

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

                                      MENTORTECH, INC.



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



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



Date: August 14, 1998                                                           



                                       16                                       

<PAGE>


                                  EXHIBIT INDEX

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

3.1  Certificate of Incorporation, as amended (1)

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

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

3.4  By-Laws (4)

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

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

10.3 1997 Stock Option Plan (7)

10.4 Employment Agreement of Roy Machnes (8)

10.5 Employment Agreement of Elan Penn (8)

10.6 Employment Agreement of Terry I. Steinberg (8)

27   Financial Data Schedule

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

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

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

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

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

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

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

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