MENTORTECH INC
8-K, 1997-12-09
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 5, 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 8, 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 5, 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
                                                  ------------------
                                                         Roy Machnes
                                                         Chief Executive Officer
Date: December 9, 1997











<PAGE>


                                  EXHIBIT INDEX


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

   99.1        Press Release dated December 5, 1997






MENTORTECH
otherwise known as PC ETCETERA




Company Press Release

Mentortech Inc.

New York, New York, December 5, 1997.  Mentortech,  Inc. (Nasdaq Bulletin Board:
MNTK)  announced  today that the Company has sold  1,215,000  Units in a private
placement,  each Unit  consisting of two shares of Common stock and one two-year
Warrant to purchase a share of Common Stock. The private placement  provides for
the sale of a maximum of 2,045,455  Units.  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 closing for the sale of the 1,215,000 Units took place on December 5,
1997 and the final closing,  if any, for additional  Units will take place on or
before December 15, 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.,  agreed to  convert
$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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