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: September 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:  September 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 September 30, 2000 and December 31, 1999, and
the related  statements  of operations  for the three and nine months,  and cash
flows for the nine  month  periods  ended  September  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
November 8, 2000

<PAGE>

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


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

Fixed Assets:
Equipment ............................................    123,464         --
Less Accumulated Depreciation ........................     (8,907)        --
                                                       ----------   ----------
     Total Fixed Assets ..............................    114,557         --

Other Assets:
Intangible Assets ....................................      5,000         --
Less Accumulated Amortization ........................       (209)        --
                                                       ----------   ----------
     Total Other Assets ..............................      4,791         --
                                                       ----------   ----------

     Total Assets .................................... $  119,348   $     --
                                                       ==========   ==========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses .................. $  678,454   $    4,813
Bank Overdraft .......................................      6,519         --
Shareholder Loans ....................................    766,072         --
                                                       ----------   ----------
     Total Liabilities ...............................  1,451,045        4,813

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 13,850,000 and 4,500,000
    Shares at September 30, 2000 and December 31, 1999     13,850        4,500
  Paid-In Capital ....................................  3,163,635         --
  Currency Translation Adjustments ...................    (12,389)        --
  Retained Deficit ...................................     (1,200)      (3,215)
  Deficit Accumulated During the
    Development Stage ................................ (4,495,593)      (6,098)
                                                       ----------   ----------
     Total Stockholders' Equity ...................... (1,331,697)      (4,813)
                                                       ----------   ----------

     Total Liabilities and
       Stockholders' Equity .......................... $  119,348   $     --
                                                       ==========   ==========



                 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 nine months ended     of
                                   September 30,        September 30,          development
                                ------------------- ----------------------   -------------
                                  2000       1999      2000         1999       stage
                                ----------  ------- -----------  ---------   -----------
<S>                             <C>         <C>     <C>          <C>         <C>
Revenues: ....................  $     --    $  --   $      --    $    --     $      --

Expenses:
  Research & Development .....    260,533      --     3,432,365       --       3,432,365
  General & Administrative ...    312,515      --     1,027,968       --       1,034,066
                                ---------   ------- -----------  ---------   -----------

     Net Operating Loss ......   (573,048)     --    (4,460,333)      --      (4,466,431)

Other Income (Expense)
  Interest, Net ..............    (16,952)     --       (29,163)      --         (29,163)

     Net Loss ................  $(590,000)  $  --   $(4,489,496) $    --     $(4,495,594)
                                =========   ======= ===========  =========   ===========

Basic & Diluted loss per share  $   (0.04)  $  --   $     (0.32) $    --
                                =========   ======= ============ =========


</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 nine months ended     of
                                                  September 30,          Development
                                              ------------------------   -----------
                                                   2000         1999       Stage
                                               -------------  --------   -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                            <C>            <C>        <C>
Net Loss ....................................  $  (4,489,496) $   --     $(4,495,594)
Adjustments to reconcile net loss to net cash
Provided by operating activities
  Depreciation & Amortization ...............          9,116      --           9,116
  Accrued Interest on Shareholder Loans .....         29,567                  29,567
  Currency Translation Adjustment ...........        (12,389)     --         (12,389)
  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 .......        673,940      --         678,553
                                               -------------  --------   -----------
  Net Cash Used in operating activities .....       (619,262)     --        (620,747)
                                               -------------  --------   -----------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Fixed Assets ....................       (123,464)     --        (123,464)
                                               -------------  --------   -----------
Net cash provided by
  investing activities ......................       (123,464)     --        (123,464)
                                               -------------  --------   -----------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder ..........           --        --           1,485
Bank Overdraft ..............................          6,221      --           6,221
Proceeds from Shareholder Loans .............        736,505      --         736,505
                                               -------------  --------   -----------
Net Cash Provided by
  Financing Activities ......................        742,726      --         744,211
                                               -------------  --------   -----------

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


</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>


                                                                                Cumulative
                                                                                  Since
                                                                                Inception
                                                      For the nine months ended    of
                                                               September 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 NINE MONTHS ENDED SEPTEMBER 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 September 30, 2000 and for the
nine 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 nine  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 NINE MONTHS ENDED SEPTEMBER 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.

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.


<PAGE>

                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 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 September 30, 2000
Basic Loss per Share
Loss to common shareholders $      (590,000)     13,850,000   $         (0.04)
                            ===============  ==============   ===============

                               For the nine months ended September 30, 2000
Basic Loss per Share
Loss to common shareholders $    (4,489,496)     13,850,000   $         (0.32)
                            ===============  ==============   ===============

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

                               For the nine months ended September 30, 1999

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

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

NOTE 2 - INCOME TAXES

     As of September 30, 2000, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately  $1,034,000 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 NINE MONTHS ENDED SEPTEMBER 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
November  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                                  $             5,928
           2001                                                5,970
           2002                                                    -
           2003                                                    -
           2004                                                    -
           Thereafter                                              -
                                                 -------------------

           Total minimum future lease payments   $            11,898
                                                 ===================

<PAGE>

                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 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
September 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  $736,505 to the
Company by way of cash advances,  provision of office facilities, and payment of
services. The services provided are subject to further review and may be subject
to reduction during the next quarter. 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 NINE MONTHS ENDED SEPTEMBER 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 NINE MONTHS ENDED SEPTEMBER 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 and is
for 36 months from the  Registration  Date.  Final  Agreements  were executed on
September 8, 2000.

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
105  countries  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 September 30, 2000, the Company had 13 full-time  individual  contractors and
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 has not filed a Form 8-K during the period ended  September
30, 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:      November 13, 2000               By: /s/ James N. Rodgers
                                               James N. Rodgers,
                                               President, CEO and Chairman


Date:      November 13, 2000               By: /s/ Edwin W. Austin
                                               Edwin W. Austin,
                                               CFO, COO and Director