MENTORTECH INC
8-K, 1997-12-12
EDUCATIONAL SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   F O R M 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (date of earliest event reported): December 11, 1997


                                 MENTORTECH INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)




           Delaware                     0-17419                   13-3260705
           --------                     -------                   ----------
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
       of incorporation)                                     Identification No.)



      462 Seventh Avenue, New York, New York                          10018
     ---------------------------------------                        ----------
     (Address of principal executive offices)                       (Zip Code)


                                 (212) 736-5870
                                 --------------
              (Registrant's telephone number, including area code)


           -----------------------------------------------------------
          (Former name or former address, if changed since last report)









<PAGE>


Item 5.  Other Events.

     On December 12, 1997,  the  registrant  issued a press  release in the form
attached to this Report as Exhibit 99.1.


Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

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

         99.1     Press Release dated December 12, 1997




<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Amendment  to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                  MENTORTECH INC.
                                                  (Registrant)



                                             By:/s/Roy Machnes
                                             ------------------
                                             Name:  Roy Machnes
                                             Title: Chief Executive Officer
Date: December 12, 1997











<PAGE>


                                  EXHIBIT INDEX


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

   99.1        Press Release dated December 12, 1997




                                                    

MENTORTECH
otherwise known as PC ETCETERA

Mentortech Inc.

New York, New York, December 12, 1997. Mentortech,  Inc. (Nasdaq Bulletin Board:
MNTK)  announced  today  that the  Company  completed  a  private  placement  of
2,045,455  Units,  each Unit  consisting  of two shares of Common  Stock and one
two-year  Warrant to  purchase a share of Common  Stock.  The price per Unit was
$1.10 and the exercise  price of the Warrant  contained in each Unit is $.55 per
share of Common Stock. The final closing of the private  placement took place on
December 11, 1997. The proceeds of the private placement will be used to provide
the  Company  with funds for the  development  of its  business  and for working
capital.

In connection  with, but separately  from the private  placement,  the Company's
principal shareholder,  Mashov Computers Marketing Ltd., converted $1,162,000 of
debt owed to it by the Company into 1,056,363 Units.

The securities offered in the private placement and to Mashov Computers have not
been  registered  under the Securities  Act of 1933, as amended,  and may not be
offered  or sold in the  United  States  absent  registration  or an  applicable
exemption from registration requirements.





                                  462 Seventh Avenue, 4th fl. New York, NY 10018
                                                   T:212.736.5870 F:212.736.9046



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