UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

Mark One)
[x]        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     For the quarterly period ended: June 30, 2000

[ ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

     For the transition period from                  To

                         Commission file number 0-27739
                                                -------

                              MENTOR ON CALL, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)

          NEVADA                                           77-0517966
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

         40 King St. West, Suite 4900, Toronto, Ontario, Canada M5H 4A2
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (416) 777-6714
                                 ---------------
                           (Issuer's telephone number)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date: June 30, 2000 13,850,000
                                               ------------------------------

     Transitional Small Business Disclosure Format (check one). Yes     ; No X
                                                                    ----     ---









<PAGE>



                                     PART I


Item 1.  Financial Statements



                         INDEPENDENT ACCOUNTANT'S REPORT


Mentor On Call, Inc.
(A Development Stage Company)


           We have reviewed the  accompanying  balance sheets of Mentor On Call,
Inc. (a  development  stage  company) as of June 30, 2000 and December 31, 1999,
and the related  statements of operations for the three and six months, and cash
flows for the six month  periods ended June 30, 2000 and 1999.  These  financial
statements are the responsibility of the Company's management.

           We conducted our review in accordance  with standards  established by
the  American  Institute of Certified  Public  Accountants.  A review of interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

           Based on our review,  we are not aware of any material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with generally accepted accounting principles.

                                              Respectfully submitted



                                              /s/ ROBISON, HILL & CO.
                                              Certified Public Accountants

Salt Lake City, Utah
August 2, 2000







<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                                 BALANCE SHEETS


                                                           June 30, December 31,
ASSETS .................................................    2000        1999
                                                          ---------   ---------
Current Assets:
Cash & Cash Equivalents ................................  $   2,123   $    --
                                                          ---------   ---------
     Total Current Assets ..............................      2,123        --

Fixed Assets:
Equipment ..............................................    112,076        --
Less Accumulated Depreciation ..........................     (3,573)       --
                                                          ---------   ---------
     Total Fixed Assets ................................    108,503        --

Other Assets:
Intangible Assets ......................................      5,000        --
Less Accumulated Amortization ..........................       (135)       --
                                                          ---------   ---------
     Total Other Assets ................................      4,865        --
                                                          ---------   ---------

     Total Assets ......................................  $ 115,491   $    --
                                                          =========   =========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses ....................  $ 245,812   $   4,813
Shareholder Loans ......................................    611,533        --
                                                          ---------   ---------
     Total Liabilities .................................    857,345       4,813

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 13,850,000 and 4,500,000
    Shares at June 30, 2000 and December 31, 1999 ......     13,850       4,500
  Paid-In Capital ......................................  3,163,635        --
  Currency Translation Adjustments .....................    (12,545)       --
  Retained Deficit .....................................     (1,200)     (3,215)
  Deficit Accumulated During the
    Development Stage ..................................  (3,905,594)    (6,098)
                                                          ---------   ---------
     Total Stockholders' Equity ........................   (741,854)     (4,813)
                                                          ---------   ---------

     Total Liabilities and
       Stockholders' Equity ............................  $ 115,491   $    --
                                                          =========   =========


                 See accompanying notes and accountants' report.


<PAGE>

                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                     Cumulative
                                                                                        since
                                                                                      inception
                               For the three months ended   For the six months ended     of
                                          June 30,                  June 30,         development
                                -------------------------   -----------------------
                                   2000          1999           2000        1999        stage
                                -----------   -----------   -----------  ----------  -----------
<S>                             <C>           <C>           <C>          <C>         <C>
Revenues: ....................  $      --     $      --     $      --    $     --    $      --

Expenses:
  Research & Development .....      145,432          --       3,171,832        --      3,171,832
  General & Administrative ...      196,769          --         715,453        --        721,551
                                -----------   -----------   -----------  ----------  -----------

     Net Operating Loss ......     (342,201)         --      (3,887,285)       --     (3,893,383)

Other Income (Expense)
  Interest, Net ..............      (12,601)         --         (12,211)       --        (12,211)

     Net Loss ................  $  (354,802)  $      --     $(3,899,496) $     --    $(3,905,594)
                                ===========   ===========   ===========  ==========  ===========

Basic & Diluted loss per share  $     (0.03)  $      --    $      (0.28) $     --
                                ===========   ============  ===========  ==========
</TABLE>


















                 See accompanying notes and accountants' report.


<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           Cumulative
                                                                             Since
                                                                           Inception
                                               For the six months ended       of
                                                       June 30,           Development
                                               -------------------------
                                                  2000          1999         Stage
                                               -----------   -----------  -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                            <C>          <C>           <C>
Net Loss ....................................  $(3,899,496) $       --    $(3,905,594)
Adjustments to reconcile net loss to net cash
Provided by operating activities
  Depreciation & Amortization ...............        3,708          --          3,708
  Accrued Interest on Shareholder Loans .....       12,616                     12,616
  Currency Translation Adjustment ...........      (12,545)         --        (12,545)
  Stock issued for Research & Development ...    2,995,000          --      2,995,000
   Compensation Expense on Stock Options ....      175,000          --        175,000
Increase (Decrease) in:
  Accounts Payable & Accrued Expenses .......      240,999          --        245,612
                                               -----------   -----------  -----------
  Net Cash Used in operating activities .....     (484,718)         --       (486,203)
                                               -----------   -----------  -----------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Fixed Assets ....................     (112,076)         --       (112,076)
                                               -----------   -----------  -----------
Net cash provided by
  investing activities ......................     (112,076)         --       (112,076)
                                               -----------   -----------  -----------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder ..........         --            --          1,485
Proceeds from Shareholder Loans .............      598,917          --        598,917
                                               -----------   -----------  -----------
Net Cash Provided by
  Financing Activities ......................      598,917          --        600,402
                                               -----------   -----------  -----------

Net (Decrease) Increase in
  Cash and Cash Equivalents .................        2,123          --          2,123
Cash and Cash Equivalents
  at Beginning of Period ....................         --            --           --
                                               -----------   -----------  -----------
Cash and Cash Equivalents
  at End of Period ..........................  $     2,123   $      --    $     2,123
                                               ===========   ===========  ===========

</TABLE>



<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                       Cumulative
                                                                                         Since
                                                                                       Inception
                                                             For the six months ended     of
                                                                     June 30,          Development
                                                             ------------------------
                                                                2000         1999        Stage
                                                             -----------  -----------  -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
<S>                                                          <C>          <C>          <C>
  Interest ................................................  $      --    $      --    $      --
  Franchise and income taxes ..............................  $      --    $      --    $       250

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Common Stock exchanged for Intangible Assets ..............  $     5,000  $      --    $     5,000
</TABLE>























                 See accompanying notes and accountants' report.


<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           This  summary of  accounting  policies  for Mentor On Call,  Inc.  is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

           The  unaudited  financial  statements as of June 30, 2000 and for the
six months then ended  reflect,  in the opinion of management,  all  adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position  and results of  operations  for the six  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Organization and Basis of Presentation

           The Company was incorporated under the laws of the State of Nevada on
October  22,  1996 under the name PSM Corp.  The  Company  ceased all  operating
activities  during  the period  from  October  22,  1996 to July 9, 1999 and was
considered  dormant.  On July 9, 1999,  the Company  obtained a  Certificate  of
renewal from the State of Nevada.  On January 11, 2000, the company  changed its
name to  Mentor  On  Call,  Inc.  Since  July 9,  1999,  the  Company  is in the
development stage, and has not commenced planned principal operations.

Nature of Business

           The company has no products or services as of December 31, 1999.  The
Company was organized as a vehicle to seek merger or acquisition candidates.  On
January 15, 2000, the Board of Directors approved the proposed Asset Acquisition
Agreement  (the  "Agreement")  with Mentor On Call  Holdings,  Inc., a Barbadian
International Business Corporation.

           The  Company is in  business  to provide  managed  distance  learning
systems,  corporate training,  professional continuing education and infomercial
marketplaces.

Cash and Cash Equivalents

           For purposes of the  statement of cash flows,  the Company  considers
all highly liquid debt instruments  purchased with a maturity of three months or
less to be cash  equivalents  to the  extent  the funds  are not being  held for
investment purposes.


<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Depreciation

           Equipment  is  stated at cost.  Depreciation  is  computed  using the
straight-line  method over the  estimated  economic  useful lives of the related
assets as follows:

       Equipment                                          5 -  7 years

           Maintenance  and repairs are charged to operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Amortization

           Intangible assets consist of patents and trademarks.  Amortization is
computed  using  straight-  line method over the  estimated  useful lives of the
related assets as follows:

       Patents and Trademarks                             17 years

Pervasiveness of Estimates

           The preparation of financial  statements in conformity with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.









<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per Share

           The  reconciliations  of the numerators and denominators of the basic
loss per share computations are as follows:
                                                                  Per-Share
                                  Income          Shares            Amount
                                  ------          ------            ------
                                (Numerator)    (Denominator)

                                   For the three months ended June 30, 2000
Basic Loss per Share
Loss to common shareholders   $     (354,802)      13,850,000   $         (0.03)
                              ==============  ===============   ===============

                                   For the six months ended June 30, 2000
Basic Loss per Share
Loss to common shareholders   $    (3,899,496)      13,850,000   $        (0.28)
                              ===============  ===============   ==============

                                   For the three months ended June 30, 1999
Basic Loss per Share
Loss to common shareholders   $             -        9,000,000   $            -
                              ===============  ===============   ==============


                                   For the six months ended June 30, 1999

Basic Loss per Share
Loss to common shareholders   $             -         9,000,000  $            -
                              ===============  ================  ==============

           The effect of outstanding  common stock equivalents are anti-dilutive
for June 30, 2000 and 1999 and are thus not considered.

NOTE 2 - INCOME TAXES

           As  of  June  30,  2000,   the  Company  had  a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $720,000 that
may be offset against future taxable income through 2011. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements,


<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED June 30, 2000
                                   (Continued)

NOTE 2 - INCOME TAXES (Continued)

because the Company believes there is a 50% or greater chance the carry-forwards
will  expire  unused.  Accordingly,  the  potential  tax  benefits  of the  loss
carry-forwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

           The Company has not begun principal  operations and as is common with
a development  stage  company,  the Company has had recurring  losses during its
development stage.

NOTE 4 - RENT EXPENSE

           The Company occupies certain executive  offices in Toronto,  Ontario,
Canada under a noncancellable leases. This lease is for office space and expires
August 2000. The current lease requires rental payments of approximately  $1,207
($1,750 Canadian Dollars) per month.

           On April 1, 2000, the Company signed a one year noncancellable  lease
on development center offices in Toronto,  Ontario,  Canada.  This lease expires
March 2001. The current lease requires rental payments of  approximately  $1,076
($1,560 Canadian Dollars) per month.

           On  July  10,  2000,   the  Company  signed  a  lease  on  additional
development office space in Toronto,  Ontario,  Canada. This lease expires March
31, 2001.  The lease  requires  rental  payments of  approximately  $914 ($1,325
Canadian Dollars) per month.

           It is expected  that in the normal  course of  business,  leases that
expire will be renewed or replaced by leases on other properties.

           The minimum  future  lease  payments  under these leases for the next
five years are:


Year Ended December 31,
-----------------------
2000                                               $             14,354
2001                                                              5,970
2002                                                                  -
2003                                                                  -
2004                                                                  -
Thereafter                                                            -
                                                   --------------------

Total minimum future lease payments                $             20,324
                                                   ====================
<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED June 30, 2000
                                   (Continued)


NOTE 5 - STOCK SPLIT

           On May 6, 1999 the  Board of  Directors  authorized  1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying  financial  statements to
the number of common shares and per-share amounts for 1999 have been restated to
reflect the stock split.

           On January 15, 2000,  the Board of Directors  authorized 9 to 1 stock
split. As a result of the split, 4,000,000 shares were issued. All references in
the  accompanying  financial  statements  to the  number  of common  shares  and
per-share amounts for 1999 have been restated to reflect the stock split.

NOTE 6 - STOCK OPTIONS AND WARRANTS

           On March 16, 2000 the Board of Directors  authorized and issued stock
options to a Director for purchase  50,000  shares of the  Company's  restricted
common stock at a price of $2.00 per share. The options expire March 2002. As of
June 30, 2000,  no options have been  exercised.  Compensation  in the amount of
$175,000 has been recorded in the accompanying  financial statements as a result
of the issuance of these options

NOTE 7 - RELATED PARTY TRANSACTIONS

           During 2000,  shareholders of the Company have loaned $598,917 to the
Company.  The loans are payable on demand and accrue  interest at 10%  beginning
April 1, 2000.













<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED June 30, 2000
                                   (Continued)

NOTE 8 - EMPLOYMENT CONTRACTS

           The Company signed employment contracts with Messrs. Rodgers, Austin,
Pritchard and Figueroa as follows:

                                            Annual                Deferred
            Name                         Remuneration              Amount
---------------------------------   --------------------   --------------------

Rodgers                             $            250,000   $             75,000
Austin                              $            180,000   $             60,000
Pritchard                           $            120,000   $             25,000
Figueroa                            $            100,000   $             15,000

           Deferred  Salaries vest when the Company retains earnings of $750,000
in one quarter and are then  payable in equal  monthly  amounts over the ensuing
six month period.

           Benefits  are in a  packaged  value at a minimum  of ten  percent  of
salary and a maximum of fifteen  percent of salary.  Fully paid vacation of four
weeks per annum each.

           Automobile  allowance  available when the Company is earning a profit
of a minimum of $750,000 in any one quarter as follows:  Rodgers $450 per month,
Austin $375 per month, Prichard $300 per month, and Figueroa $300 per month.

           A Project  Completion Bonus of $125,000 for each of Rodgers,  Austin,
Pritchard and Figueroa is available and payable on the completion and acceptance
of the Learning  Management System by the Chief Executive Officer of the Company
and by outside clients and  conditional  upon receipt of a minimum of $1,500,000
from licences.

           Each of Rodgers, Austin, Pritchard and Figueroa will be granted stock
options of 250,000  to each with a strike  price of $2.00 per share  exercisable
for a period of five years upon payment of the project completion bonus.








<PAGE>

                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED June 30, 2000
                                   (Continued)

NOTE 9 - ASSET ACQUISITION

     The  Board  of  Directors  has  approved  the  proposed  Asset  Acquisition
Agreement (the "Agreement") with Mentor On Call Holdings,  Inc. (Formerly Mentor
On Call, Inc.), a Barbadian International Business Corporation ("Holdings"). The
name of the  Company  has been  changed to Mentor On Call,  Inc.  to reflect the
Company's new direction, and, effective January 15, 2000, the Company declared a
nine-for-one forward stock split of its common stock.

           The assets  acquired  include the Mentor On Call  Managed  E-Learning
System which is a proprietary  and web-enabled  managed  distance and e-learning
system with patents pending and priority dates set in eighty-nine countries. The
Mentor On Call system operates on Windows 95, 98 and NT platforms, on Novell and
Intranet and will support industry standard web servers and browsers. The system
is SQL compliant.  The assets also include the Trademark and domain name "Mentor
On Call".

           The  Company  hopes to provide  the best  managed  distance  learning
system in the world, and intends to grow and achieve an above-average  financial
return by maintaining a large share of the public school distance and e-learning
market, as well as the corporate training, professional continuing education and
infomercial marketplaces.

           Under the terms of the  Agreement,  signed on January 17,  2000,  the
Company  issued  9,350,000  post-split  restricted  shares  of  the  Company  as
consideration  for the assets,  resulting  in a total of  13,850,000  issued and
outstanding  shares of the Company,  of which  Holdings  controls  approximately
67.5%.  Holdings  management  has  stepped  in and  taken  over  all  day-to-day
operations of the Company. James N. Rodgers has agreed to assume the position of
President,  Chief Executive Officer and Chairman of the Board of Directors,  and
Edwin  W.  Austin  has  agreed  to step in as  Chief  Financial  Officer,  Chief
Operating Officer and Director.


<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

General

The Company is in business to provide quality managed distance learning systems,
and intends to grow and achieve an above-average financial return by maintaining
a significant share of the  international  public school distance and e-learning
market, as well as the corporate training, professional continuing education and
infomercial marketplaces.

On January 15, 2000 the Company  acquired the Mentor On Call Managed  E-Learning
System which is a proprietary  and web-enabled  managed  distance and e-learning
system with patents pending and priority dates set in 105 countries.  The assets
also include the Trademark and domain name "Mentor On Call".  The Mentor On Call
system  operates on Windows 95, 98 and NT platforms,  on Novell and Intranet and
will  support  industry  standard  web servers and  browsers.  The system is SQL
compliant.

Under the terms of the asset acquisition agreement, the Company issued 9,350,000
restricted  shares as  consideration  for the acquired  assets.  The Company may
incur significant  post-acquisition  registration  costs in the event management
wishes to register a portion of these shares for subsequent sale.

The Company will not have sufficient  funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of the products acquired. Accordingly,  following the acquisition,
the Company will, in all  likelihood,  be required to either seek debt or equity
financing  or obtain  funding  from third  parties,  in  exchange  for which the
Company may be required to give up a substantial  portion of its interest in the
acquired product.  There is no assurance that the Company will be able either to
obtain  additional  financing or interest third parties in providing funding for
the further development, marketing and manufacturing of any products acquired.

Plan of Operation

The  company has  executed a Letter of  Agreement  for a Private  Equity Line of
Common Stock pursuant to Regulation D and in the amount of $35 million. The line
is  subject  to  completion  of due  diligence  and is for 36  months  from  the
Registration Date.

The plan calls for the  Company to follow up on Drake  International  testing of
the Mentor On Call proprietary E-learning System.

The company shall allocate  $300,000 to perfection of patent pending  numbers in
105countries  pursuant  to  the  Paris  Convention,  from  proceeds  of  Private
Placement.

The company is continuing the customization of its E-learning System to meet the
specific needs of subscribers  with prime emphasis  targeted to the requirements
of Application  System Service  Providers.  An amount of $1,300,000 is allocated
towards this goal pursuant to our business plan.


<PAGE>

The company,  in  conjunction  with the system  refinements,  shall  migrate the
Mentor On Call E-  learning  System to industry  standard  building  tools.  The
company has allocated $100,000 to this project.

Mentor On Call, Inc. shall allocate the balance of Private  Placement when fully
subscribed to complete  business  contemplated  pursuant to executed  Letters of
Intent and to market the  product  worldwide  and for  general  working  capital
purposes.

Competition

The Company is an insignificant  participant among firms which engage in managed
distance learning systems, corporate training, professional continuing education
and infomercial  marketplaces.  There are other  established  companies in these
industries which have significantly  greater financial and personnel  resources,
technical  expertise and experience  than the Company.  In view of the Company's
limited  financial  resources  and  management  availability,  the Company  will
continue to be at a significant competitive disadvantage vis-a-vis the Company's
competitors.

Employees

At June 30, 2000, the Company had 10 full-time employees.


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

           The  Company is not engaged in any legal  proceedings  other than the
ordinary routine  litigation  incidental to its business  operations,  which the
Company does not believe, in the aggregate,  will have a material adverse effect
on the Company, or its operations.

Item 2.  Changes in Securities

           None.

Item 3.  Defaults Upon Senior Securities

           None.

Item 4.  Submission of Matters to a Vote of Security Holders.

           None



<PAGE>

Item 5.  Other Information

           None.

Item 6.  Exhibits and Reports on Form 8-K

           The following exhibits are included as part of this report:
Exhibit
Number               Exhibit

3.1                  Articles of Incorporation (1)
3.2                  Amended Articles of Incorporation (1)
3.3                  Bylaws (1)
10.1                 Asset Acquisition Agreement(2)
10.2                 Unanimous Shareholders Agreement(2)
10.3                 Executive Employment Contract with James N. Rodgers(2)
10.4                 Executive Employment Contract with Edwin W. Austin(2)
10.5                 Executive Employment Contract with John J. Pritchard(2)
10.6                 Executive Employment Contract with Jason R. Figueroa(2)
10.7                 Escrow Agreement(2)
27.1                 Financial Data Schedule

(1)        Incorporated by reference to the Registrant's registration statement
           on Form 10-SB filed on October 20, 1999.

(2)        Incorporated by reference to the Registrant's quarterly report on
           Form 10-QSB filed on May 8, 2000.


           (b)       The Company  filed a report on Form 8-K on April 5, 2000 to
                     report a change in control of the company effective January
                     15, 2000.




<PAGE>

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report  to be  signed  on its  behalf  by the  undersigned,  thereto  duly
authorized.


                              MENTOR ON CALL, INC.
                                  (Registrant)


Date:      August 8, 2000                  By:       /s/ James N. Rodgers
                                                     James N. Rodgers,
                                                     President, CEO and Chairman


Date:      August 8, 2000                  By:       /s/ Edwin W. Austin
                                                     Edwin W. Austin,
                                                     CFO, COO and Director