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: MARCH 31, 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: March 31, 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 March 31,  2000,  and the  related
statements of operations,  and cash flows for the three month period then ended.
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
May 4, 2000

<PAGE>

                              MENTOR ON CALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                                       March 31,    December 31,
ASSETS                                                   2000          1999
                                                     -----------    -----------
Current Assets:
Cash & Cash Equivalents ..........................   $   127,517    $      --
                                                     -----------    -----------
     Total Current Assets ........................       127,517           --

Fixed Assets:
Equipment ........................................        26,451           --
Less Accumulated Depreciation ....................          (660)          --
                                                     -----------    -----------
     Total Fixed Assets ..........................        25,791           --

Other Assets:
Intangible Assets ................................         5,000           --
Less Accumulated Amortization ....................           (61)          --
                                                     -----------    -----------
     Total Other Assets ..........................         4,939           --
                                                     -----------    -----------

     Total Assets ................................   $   158,247    $      --
                                                     ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses ..............   $    76,192    $     4,813
Shareholder Loans ................................       508,400           --
                                                     -----------    -----------
     Total Liabilities ...........................       584,592          4,813

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 13,850,000 and 4,500,000
    Shares at March 31, 2000 and December 31, 1999        13,850          4,500
  Paid-In Capital ................................     3,163,635           --
  Currency Translation Adjustments ...............        (1,561)          --
  Retained Deficit ...............................        (1,200)        (3,215)
  Deficit Accumulated During the
    Development Stage ............................    (3,601,069)        (6,098)
                                                     -----------    -----------
     Total Stockholders' Equity ..................      (426,345)        (4,813)
                                                     -----------    -----------

     Total Liabilities and

       Stockholders' Equity ......................   $   158,247    $      --
                                                     ===========    ===========


                 See accompanying notes and accountants' report.

<PAGE>

                              MENTOR ON CALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                                    Cumulative
                                                                       since
                                                                     inception
                                       For the three months ended       of
                                                March 31,           development
                                       --------------------------
                                           2000           1999         stage
                                       -----------    -----------   -----------
Revenues: ..........................   $      --      $      --     $      --

Expenses:
  Research & Development ...........     3,026,400           --       3,026,400
  General & Administrative .........       568,571           --         574,669
                                       -----------    -----------   -----------

     Net Loss ......................   $(3,594,971)   $      --     $(3,601,069)
                                       ===========    ===========   ===========

Basic & Diluted loss per share .....   $     (0.26)  $      --
                                       ===========   ===========























                 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 three months ended      of
                                                         March 31,          Development
                                                --------------------------
                                                   2000           1999         Stage
                                                -----------    -----------  -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                             <C>            <C>          <C>
Net Loss ....................................   $(3,594,971)   $      --    $(3,601,069)
Adjustments to reconcile net loss to net cash
Provided by operating activities
  Depreciation & Amortization ...............           721           --            721
  Currency Translation Adjustment ...........        (1,561)          --         (1,561)
  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 .......        71,379           --         75,992
                                                -----------    -----------  -----------
  Net Cash Used in operating activities .....      (354,432)          --       (355,917)
                                                -----------    -----------  -----------

CASH FLOWS FROM INVESTING

ACTIVITIES:
Purchase of Fixed Assets ....................       (26,451)          --        (26,451)
                                                -----------    -----------  -----------
Net cash provided by
  investing activities ......................       (26,451)          --        (26,451)
                                                -----------    -----------  -----------

CASH FLOWS FROM FINANCING

ACTIVITIES:

Capital contributed by shareholder ..........          --             --          1,485
Proceeds from Shareholder Loans .............       508,400           --        508,400
                                                -----------    -----------  -----------
Net Cash Provided by

  Financing Activities ......................       508,400           --        509,885
                                                -----------    -----------  -----------

Net (Decrease) Increase in

  Cash and Cash Equivalents .................       127,517           --        127,517
Cash and Cash Equivalents
  at Beginning of Period ....................          --             --           --
                                                -----------    -----------  -----------
Cash and Cash Equivalents

  at End of Period ..........................   $   127,517    $      --    $   127,517
                                                ===========    ===========  ===========
</TABLE>

<PAGE>

                              MENTOR ON CALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

<TABLE>
<CAPTION>

                                                                            Cumulative
                                                                               Since
                                                                             Inception
                                                For the three months ended      of
                                                         March 31,          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 THREE MONTHS ENDED MARCH 31, 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 March 31, 2000 and for the
three 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 three  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 THREE MONTHS ENDED MARCH 31, 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 THREE MONTHS ENDED MARCH 31, 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 MARCH 31, 2000
Basic Loss per Share
Loss to common shareholders ........     $(3,594,971)      13,850,000    $(0.26)
                                         ===========      ===========    ======

                                       FOR THE THREE MONTHS ENDED MARCH 31, 1999
Basic Loss per Share
Loss to common shareholders .........    $      --          9,000,000    $ --
                                         ===========      ===========    ======

         The effect of outstanding  common stock  equivalents are  anti-dilutive
for March 31, 2000 and 1999 and are thus not considered.

NOTE 2 - INCOME TAXES

         As of March 31, 2000, the Company had a net operating loss carryforward
for income tax reporting  purposes of approximately  $570,000 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,  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.

<PAGE>

                              MENTOR ON CALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (CONTINUED)

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  $1,173
($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 April
2001. The current lease requires rental payments of  approximately  $938 ($1,400
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                                          $             37,023
           2001                                                         6,258
           2002                                                            -
           2003                                                            -
           2004                                                            -
           Thereafter                                                      -
                                                         --------------------

           Total minimum future lease payments           $             43,281
                                                         ====================


<PAGE>

                              MENTOR ON CALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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
March 31, 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  $508,400 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 THREE MONTHS ENDED MARCH 31, 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 THREE MONTHS ENDED MARCH 31, 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 large share of the 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 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".

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 also incur  significant  legal and accounting  costs in connection with the
acquisition including the costs of preparing post- effective  amendments,  Forms
8-K, agreements and related reports and documents.

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 business plan for the Company includes  completion of financing  pursuant to
Private  Placement  announced  March 27, 2000 in the amount of $7,750,000  minus
placement fees when fully subscribed.

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  $200,000 to perfection of patent pending  numbers in
89  countries  pursuant  to the  Paris  Convention,  from  proceeds  of  Private
Placement.

<PAGE>

The company will continue 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.

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 March 31, 2000, the Company had 8 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.

<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

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
10.2                 Unanimous Shareholders Agreement
10.3                 Executive Employment Contract with James N. Rodgers
10.4                 Executive Employment Contract with Edwin W. Austin
10.5                 Executive Employment Contract with John J. Pritchard
10.6                 Executive Employment Contract with Jason R. Figueroa
10.7                 Escrow Agreement
27.1                 Financial Data Schedule

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

         (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:      May 5, 2000                    By:       /s/ James N. Rodgers
                                                    James N. Rodgers,
                                                    President, CEO and Chairman


Date:      May 5, 2000                    By:       /s/ Edwin W. Austin
                                                    Edwin W. Austin,
                                                    CFO, COO and Director