Filed pursuant to Rule 424(b)(3)
Registration No. 333-33677
SUPPLEMENT TO PROSPECTUS
DATED OCTOBER 29, 1997
On December 11, 1997 Mentortech Inc. (the "Company") completed a private
placement of 2,045,455 units (the "Units") at a Purchase Price of $1.10 per
Unit, each Unit consisting of two (2) shares of Common Stock and one (1) warrant
to purchase a share of Common Stock at an exercise price of $0.55 per warrant
(the "Warrants"). The Warrants are callable if the market price of the Company's
Common Stock has closed at or above $1 for any 20 consecutive trading days prior
to the call date. The estimated $2,040,000 net proceeds of the private placement
will be used for the development of the Company's business and for working
capital.
In connection with, but not as part of the private placement, Mashov
Computers Marketing Ltd., the principal shareholder of the Company, converted
$1,162,000 of debt owed to it by the Company into 1,056,363 Units on the same
terms as provided in the Private Placement.
December 11, 1997
