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, 2001

[ ]     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)

        Legacy House, 135 Church St., Stratford, Ontario, Canada N5A 2R4
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (519) 272-0828
                                ----------------
                           (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, 2002 85,835,856

         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, 2001 and December 31, 2000, and the
related  statements of operations for the three and six month periods ended June
30, 2001 and 2000,  and cash flows for the six month periods ended June 30, 2001
and 2000.  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
July 30, 2002


<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                        BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                  June 30,       December 31,
ASSETS                                                              2001             2000
                                                               ---------------  --------------
Current Assets:
<S>                                                            <C>              <C>
Cash & Cash Equivalents                                        $           262  $       31,743
Receivable                                                               6,632               -
Lease Deposit                                                              200             200
                                                               ---------------  --------------
     Total Current Assets                                                7,094          31,943

Fixed Assets:
Furniture and Equipment                                                  6,077          86,226
Less Accumulated Depreciation                                           (1,857)        (15,755)
                                                               ---------------  --------------
     Total Fixed Assets                                                  4,220          70,471

Other Assets:
Intangible Assets                                                        6,702           6,702
Less Accumulated Amortization                                           (3,478)           (302)
                                                               ---------------  --------------
     Total Other Assets                                                  3,224           6,400
                                                               ---------------  --------------
     Total Assets                                              $        14,538  $      108,814
                                                               ===============  ==============

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable                                               $        51,431  $       64,831
Accrued Salaries & Vacation                                            132,270         487,501
                                                               ---------------  --------------
     Total Liabilities                                                 183,701         552,332

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 16,377,686 and 16,427,686 Shares
    At June 30, 2001 and December 31, 2000                              16,378          16,428
  Paid-In Capital                                                    4,840,229       4,315,520
  Currency Translation Adjustments                                       1,040           1,036
  Retained Deficit                                                      (9,200)         (9,200)
  Deficit Accumulated During the
    Development Stage                                               (5,017,610)     (4,767,302)
                                                               ---------------  --------------
     Total Stockholders' Equity                                       (169,163)       (443,518)
                                                               ---------------  --------------

     Total Liabilities and

       Stockholders' Equity                                    $        14,538  $      108,814
                                                               ===============  ==============
</TABLE>


                       See accompanying notes and accountants' report.


<PAGE>



                                     MENTOR ON CALL, INC.
                                 (A Development Stage Company)
                                    STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                Cumulative
                                                                                                  since

                                                                                               July 9, 1999
                               For the three months ended        For the six months ended      inception of
                                        June 30,                         June 30,              development
                             -------------------------------  ------------------------------
                                  2001            2000             2001            2000           stage
                             --------------- ---------------  --------------  --------------  --------------
<S>                          <C>             <C>              <C>             <C>             <C>
Revenues:                    $             - $             -  $            -  $            -  $            -

Expenses:
  Research & Development                   -         145,432               -       3,171,832       3,487,764
  General & Administrative           111,125         196,769         207,234         715,453       1,409,854
                             --------------- ---------------  --------------  --------------  --------------

     Net Operating Loss             (111,125)       (342,201)       (207,234)     (3,887,285)     (4,897,618)

Other Income (Expense)
  Interest, Net                            -         (12,601)              -         (12,211)        (76,918)
  Sale of Fixed Assets                (9,711)              -         (43,074)              -         (43,074)
                             --------------- ---------------  --------------  --------------  --------------

     Net Loss                $      (120,836)$      (354,802) $     (250,308) $   (3,899,496) $   (5,017,610)
                             =============== ===============  ==============  ==============  ==============

Loss per share               $        (0.01) $        (0.03)  $       (0.02)  $       (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
                                                                                               July 9, 1999
                                                                  For the six months ended     Inception of
                                                                          June 30,              Development
                                                               ------------------------------
                                                                    2001            2000           Stage
                                                               ---------------  -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>              <C>            <C>
Net Loss                                                       $      (250,308) $  (3,899,496) $  (5,017,610)
Adjustments to reconcile net loss to net cash
Provided by operating activities
  Stock & Options issued as payment of expenses                        341,000      3,170,000      3,587,919
  Currency Translation Adjustment                                            4        (12,545)         1,040
  Depreciation & Amortization                                            8,313          3,708         24,370
  Accrued Salaries Converted to Paid in Capital                        184,231              -        185,716
  (Gain) loss on sale of equipment                                      43,074              -         43,074
  (Increase) decrease in receivable                                     (6,632)             -         (6,632)
  (Increase) decrease in lease deposit                                       -              -           (200)
  Increase (decrease) in accounts payable                              (13,401)       208,365         51,230
  Increase (decrease) in accrued salaries & vacation                  (355,231)        45,250        132,270
                                                               ---------------  -------------  -------------
  Net cash provided by (used in) operating activities                  (48,950)      (484,718)      (998,823)
                                                               ---------------  -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of furniture and equipment                                          -       (112,076)       (86,226)
Purchase of intangible assets                                                -              -         (1,702)
Proceeds from sale of equipment                                         18,041              -         18,041
                                                               ---------------  -------------  -------------
Net cash provided by investing activities                               18,041       (112,076)       (69,887)
                                                               ---------------  -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Stock issued in exchange for cash                                            -              -        260,000
Refund of Overpayment on stock purchases                                  (572)             -           (572)
Proceeds from shareholder loans                                              -        598,917        809,544
                                                               ---------------  -------------  -------------
  Net cash provided by financing activities                               (572)       598,917      1,068,972
                                                               ---------------  -------------  -------------

Net (Decrease) Increase in Cash and Cash Equivalents                   (31,481)         2,123            262
Cash and Cash Equivalents at Beginning of Period                        31,743              -              -
                                                               ---------------  -------------  -------------
Cash and Cash Equivalents at End of Period                     $           262  $       2,123  $         262
                                                               ===============  =============  =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Cash paid during the year for:

  Interest                                                     $            -   $          -  $           -
  Franchise and income taxes                                   $            -   $          -  $         250

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued in exchanged for intangible assets                $            -   $       5,000  $       5,000
Stock issued for payment of shareholder loans                  $            -   $           -  $     809,544
</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, 2001


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, 2001 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,  2000.  The
Company was organized as a vehicle to seek merger or acquisition candidates.  On
January 15, 2000, the Board of Directors approved an Asset Acquisition Agreement
(the "Agreement") with Mentor On Call, Inc., a Barbadian  International Business
Corporation ("Mentor").

        The Company will provide a  proprietary,  web  enabled,  computer  based
managed  E-learning  system along with  streaming  videos and other  proprietary
technologies to educational  institutions  and  corporations to enhance learning
and corporate training.

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, 2001
                                         (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Depreciation and Amortization

        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                           3 - 5 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.

        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              up to 17 years.

        The Company has adopted the Financial  Accounting  Standards  Board SFAS
No., 121,  "Accounting  for the  Impairment of Long-lived  Assets." SFAS No. 121
addresses  the  accounting  for (i)  impairment of  long-lived  assets,  certain
identified  intangibles and goodwill  related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable  intangibles to be disposed
of.  SFAS No. 121  requires  that  long-lived  assets and  certain  identifiable
intangibles  be held and used by an entity be reviewed for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be  recoverable.  If the sum of the expected  future cash flows from the
used of the  asset  and its  eventual  disposition  (un-discounted  and  without
interest  charges) is less than the carrying  amount of the asset, an impairment
loss is recognized.

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, 2001
                                         (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Foreign currency remeasurement/translation

        The  Company's  primary  functional  currency  is the  Canadian  dollar.
Monetary  assets  and  liabilities  resulting  from  transactions  with  foreign
suppliers and customers are  remeasured at year-end  exchange  rates.  All other
assets,  liabilities,  and  stockholders'  equity are  remeasured  at historical
exchange rates for past  transactions and at year-end exchange rates for current
and future  transactions.  Revenue and expense  accounts are  remeasured  at the
average exchange rates in effect during the year, except those related to assets
and   liabilities,   which  are   remeasured  at  historical   exchange   rates.
Remeasurement gains and losses are included in income.

        The  Company's  reporting  currency is the U.S.  dollar.  Balance  sheet
accounts  are  translated  at  year-end  exchange  rates and revenue and expense
accounts are translated at the average exchange rates in effect during the year.
Translation   gains  and  losses  are  included  as  a  separate   component  of
stockholders' equity.

Concentrations of Credit Risk

        The  Company  has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

Stock Compensation for Non-Employees

        The Company accounts for the fair value of its stock compensation grants
for  non-employees in accordance with FASB Statement 123. The fair value of each
grant is equal to the market price of the  Company's  stock on the date of grant
if an  active  market  exists  or  at a  value  determined  in  an  arms  length
negotiation between the Company and the non-employee.


<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                         (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:
<TABLE>
<CAPTION>
                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                  For the three months ended June 30, 2001
                                                  ----------------------------------------
BASIC LOSS PER SHARE
<S>                                           <C>                   <C>         <C>
Loss to common shareholders                   $      (120,836)      16,427,686  $       (0.01)
                                              ===============  ===============  ==============

                                                  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, 2001
                                                   --------------------------------------
BASIC LOSS PER SHARE
Loss to common shareholders                   $      (250,308)      16,427,686  $       (0.02)
                                              ===============  ===============  ==============

                                                   For the six months ended June 30, 2000
                                                   --------------------------------------
BASIC LOSS PER SHARE
Loss to common shareholders                   $    (3,899,496)      13,850,000  $       (0.28)
                                              ===============  ===============  ==============
</TABLE>
        The effect of outstanding common stock equivalents are anti-dilutive for
June 30, 2001 and 2000 and are thus not considered.


<PAGE>


                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                         (Continued)

NOTE 2 - INCOME TAXES

        As  of  December  31,  2000,  the  Company  had  a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $4,770,000 that
may be offset against future taxable income through 2021. 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  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  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 short  term  lease.  This  lease can be  canceled  on sixty days
notice.  The current lease requires rental payments of approximately  $200 ($300
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,
---------------------------
        2001                                                400
        2002                                                  -
        2003                                                  -
        2004                                                  -
        2005                                                  -
        Thereafter                                            -
                                                 --------------

        Total minimum future lease payments      $          400
                                                 ==============




<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                         (Continued)

NOTE 5 - STOCK SPLIT

        On January 15,  2000,  the Board of  Directors  authorized  9 to 1 stock
split.  As a result of the split,  8,000,000  shares  were  issued and  retained
deficit was increased by $8,000.  All references in the  accompanying  financial
statements  to the number of common  shares and  per-share  amounts for 2001 and
2000 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.
Compensation  in the amount of $175,000  has been  recorded in the  accompanying
financial statements as a result of the issuance of these options.

        The same  Director  was offered and  accepted as of December  26,  2000,
200,000 shares at a price of $0.32 per share in consideration of undertaking the
responsibility  of  Chairman  of the Board of Mentor  On Call,  Inc.,  effective
February 28, 2001.

        On July 5, 2000 the Company issued  warrants to Swartz  Private  Equity,
LLC for 800,000  shares of common  stock.  The  warrants are  exercisable  for a
period of five years from July 5, 2000, with an initial exercise price of $1.75.
The price of these warrants will be adjusted semi-annually on January 5 and July
5 to equal the lesser of the initial exercise price or 100 percent of the lowest
closing bid price of the common  stock for the five  trading  days ending on any
six-month anniversary dat of the dat of issuance.  These options were contingent
on a  financing  deal that has since  failed.  As a result  these  options  were
cancelled during second quarter 2002.

        Investor  Ong Kim Kiat,  130  Coronation  Road,  Singapore,  Republic of
Singapore has been granted 145, 000 warrants at a price of $0.56 dated September
23, 2000  exercisable  until 5:00 pm EDT on  September  23,  2002 as  additional
consideration  for stockholder  loans and  consideration of a Private  Placement
made into Mentor On Call,  Inc. on September  23, 2000.  (See Note 7) Additional
interest  expense in the amount of $26,100 has been recorded in the accompanying
financial statements as a result of the issuance of these warrants.

        On June 30, 2001, the Board of Directors  authorized and issued $.06 per
share stock options,  as partial payment of $341,000 in accrued salaries due and
owing through June 15, 2001.  Accordingly,  J.N.  Rogers was issued  options for
3,239,499 shares and E.W. Austin was issued options for 2,443,834 shares.


<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                         (Continued)

NOTE 6 - STOCK OPTIONS AND WARRANTS (Continued)
-----------------------------------------------

        As of June 30, 2001, no options have been exercised.
<TABLE>
<CAPTION>
                                                                     Shares Under Option
                                                               -------------------------------
                                                                  June 30,       December 31,
                                                                    2001             2000
                                                               ---------------  --------------
<S>                                                            <C>              <C>
Outstanding, beginning of year                                       1,195,000               -
Granted during the year                                              5,683,333       1,195,000
Canceled during the year                                              (800,000)              -
Exercised during the year                                                    -               -
                                                               ---------------  --------------

Outstanding, end of year (at prices
ranging from $0.06 to $2.00 per share)                               6,078,333       1,195,000
                                                               ===============  ==============

Eligible, end of year for exercise currently (at prices
ranging from $0.06 to $2.00 per share)                               6,878,333       1,195,000
                                                               ===============  ==============
</TABLE>
NOTE 7 - RELATED PARTY TRANSACTIONS

        During 2000,  shareholders of the Company loaned $809,544 to the Company
by way of  cash  advances,  provision  of  office  facilities,  and  payment  of
services.  The loans have been repaid in full through  issuance of  Regulation S
Private  Placement  shares at a strike  price of $0.80 in the  amount of 971,169
shares, subject to section 144 trading restriction.

        During the last quarter of 2000, 32 investors,  including, Ong Kim Kiat,
have placed $260,000 into the Company by way of Regulation S Private  Placement.
The total shares issued equal  1,556,517  with 50,000 shares issued in the first
quarter of 2001.


<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                         (Continued)

NOTE 8 - EMPLOYMENT CONTRACTS

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

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

Rodgers                                      $       250,000  $       75,000
Austin                                       $       180,000  $       60,000

        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 and
Austin $375 per month.

        A Project Completion Bonus of $125,000 for each of Rodgers and Austin 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.

        Rodgers and Austin 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.

NOTE 9 - ASSET ACQUISITION

        On January 17, 2000 the Company issued 9,350,000  post-split  restricted
shares of the Company as  consideration  for the assets Mentor On Call Holdings,
Inc.  (Formerly  Mentor  On Call,  Inc.),  a  Barbadian  International  Business
Corporation ("Holdings") valued at $3,000,000.  The stock issuance resulted in a
total of  13,850,000  issued and  outstanding  shares of the  Company,  of which
Holdings controls approximately 67.5%.


<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                         (Continued)

NOTE 9 - ASSET ACQUISITION (Continued)
--------------------------------------

        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 one hundred and five  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". Of the assets acquired, the Trademark and domain name which is
valued at $5,000 has been recorded on the financial  statements as  intellectual
property  and the  remaining  $2,995,000  has  been  expensed  as  research  and
development costs.


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
-------------------------------------------------------------------

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.

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,  2001,  the  Company  had 2  full-time  individual  contractors  and
employees.


<PAGE>



                                 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

ITEM 5.  OTHER INFORMATION

        None.



















<PAGE>



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)
10.7           Escrow Agreement (2)
99-1           CEO Certification
99-2           CFO Certification

(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 did not file a report on Form 8-K during the past Quarter.




<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 21, 2002                       By:    /s/ James N. Rodgers
                                                     James N. Rodgers,
                                                     President, CEO and Director


Date:   August 21, 2002                       By:    /s/ Edwin W. Austin
                                                     Edwin W. Austin,
                                                     CFO, Chairman and Director