MENTORTECH INC
15-15D, 1999-05-05
EDUCATIONAL SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(G) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                Commission File Number 333-64623

                                 Mentortech Inc.
                                 ---------------
             (Exact name of registrant as specified in its charter)


                  462 Seventh Avenue, New York, New York 10018
                                  212-736-5870
                                  ------------
(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)


                     Common Stock, par value $0.01 per share
                     ---------------------------------------
            (Title of each class of securities covered by this Form)


(Titles of all other  classes  of  securities  for which a duty to file  reports
under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)  [ ]           Rule 12h-3(b)(1)(ii) [ ] 
Rule 12g-4(a)(1)(ii) [ ]           Rule 12h-3(b)(2)(i)  [ ] 
Rule 12g-4(a)(2)(i)  [ ]           Rule 12h-3(b)(2)(ii) [ ] 
Rule 12g-4(a)(2)(ii) [ ]           Rule 15d-6           [X] 
Rule 12h-3(b)(1)(i)  [ ]

     Approximate  number of holders of record as of the  certification or notice
date: 99

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Mentortech Inc. has caused this  certification/notice to be signed on its behalf
by the undersigned duly authorized person.




Date: May 5, 1999                                 By: /s/Roy Machnes
                                                          
                                                      Name: Roy Machnes
                                                      Title: President and CEO







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