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, 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)

         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,  2001  16,427,686

     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, 2001 and December 31, 2000, and the
related  statements  of  operations,  and cash flows for the three month periods
ended March 31, 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
May 11, 2001








<PAGE>



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



                                                     March 31,      December 31,
ASSETS ...........................................      2001           2000
                                                     -----------    -----------
Current Assets:
Cash & Cash Equivalents ..........................   $     1,142    $    31,743
Receivable .......................................        27,752           --
Lease Deposit ....................................           200            200
                                                     -----------    -----------
     Total Current Assets ........................        29,094         31,943

Fixed Assets:
Furniture and Equipment ..........................         6,077         86,226
Less Accumulated Depreciation ....................        (1,350)       (15,755)
                                                     -----------    -----------
     Total Fixed Assets ..........................         4,727         70,471

Other Assets:
Intangible Assets ................................         6,702          6,702
Less Accumulated Amortization ....................          (401)          (302)
                                                     -----------    -----------
     Total Other Assets ..........................         6,301          6,400
                                                     -----------    -----------

     Total Assets ................................   $    40,122    $   108,814
                                                     ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable .................................   $    51,860    $    64,831
Accrued Salaries & Vacation ......................       377,020        487,501
                                                     -----------    -----------
     Total Liabilities ...........................       428,880        552,332

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 16,427,686 and 16,377,686 Shares
    At March 31, 2001 and December 31, 2000 ......        16,428         16,378
  Common Stock to be Issued, 50,000 Shares at
    December 31, 2000 ............................          --               50
  Paid-In Capital ................................     4,499,751      4,315,520
  Currency Translation Adjustments ...............         1,036          1,036
  Retained Deficit ...............................        (9,200)        (9,200)
  Deficit Accumulated During the
    Development Stage ............................    (4,896,773)    (4,767,302)
                                                     -----------    -----------
     Total Stockholders' Equity ..................      (388,758)      (443,518)
                                                     -----------    -----------

     Total Liabilities and
       Stockholders' Equity ......................   $    40,122    $   108,814
                                                     ===========    ===========


                 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  inception of
                                                March 31,          development
                                           -----------------------
                                            2001          2000         stage
                                           ---------   -----------   -----------
<S>                                        <C>         <C>           <C>
Revenues: ...............................  $    --     $      --     $      --

Expenses:
  Research & Development ................       --       3,026,400     3,487,764
  General & Administrative ..............     96,110       568,571     1,298,730
                                           ---------   -----------   -----------

     Net Operating Loss .................    (96,110)   (3,594,971)   (4,786,494)

Other Income (Expense)
  Interest, Net .........................       --            --         (76,918)
  Gain (Loss) on Sale of Equipment ......    (33,362)      (33,362)
                                           ---------   -----------   -----------

     Net Loss ...........................  $(129,472)   (3,594,971)  $(4,896,774)
                                           =========   ===========   ===========

Basic & Diluted loss per share             $   (0.01)  $     (0.26)
                                           =========   ===========



</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 three months ended Inception of
                                                              March 31,          Development
                                                          -----------------------
                                                            2001          2000         Stage
                                                          ---------   -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>        <C>          <C>
Net Loss ...............................................  $(129,472) $(3,594,971) $  (4,896,774)
Adjustments to reconcile net loss to net cash
Provided by operating activities
  Stock issued as payment of expenses & accrued interest       --       3,170,000     3,246,919
  Currency Translation Adjustment ......................       --          (1,561)        1,036
  Depreciation .........................................      4,630           721        20,385
  Amortization .........................................         99          --             401
  Accrued Salaries Converted to Paid in Capital ........    184,231          --         185,716
  (Gain) loss on sale of equipment .....................     33,362          --          33,362
  (Increase) decrease in receivable ....................    (27,752)         --         (27,752)
  (Increase) decrease in lease deposit .................       --            --            (200)
  Increase (decrease) in accounts payable ..............    (12,970)         --          51,661
  Increase (decrease) in accrued payroll costs .........   (110,481)       71,379       377,020
                                                          ---------   -----------   -----------
  Net cash provided by (used in) operating activities ..    (58,353)     (354,432)   (1,008,226)
                                                          ---------   -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment ....................       --         (26,451)      (86,226)
Purchase of intangible assets ..........................       --            --          (1,702)
Proceeds from sale of equipment ........................     27,752          --          27,752
                                                          ---------   -----------   -----------
Net cash provided by investing activities ..............     27,752       (26,451)      (60,176)
                                                          ---------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issued in exchange for cash ......................       --            --         260,000
Proceeds from shareholder loans ........................       --         508,400       809,544
                                                          ---------   -----------   -----------
  Net cash provided by financing activities ............       --         508,400     1,069,544
                                                          ---------   -----------   -----------

Net (Decrease) Increase in Cash and Cash Equivalents ...    (30,601)      127,517         1,142
Cash and Cash Equivalents at Beginning of Period .......     31,743          --            --
                                                          ---------   -----------   -----------
Cash and Cash Equivalents at End of Period .............  $   1,142   $   127,517   $     1,142
                                                          =========   ===========   ===========

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 THREE MONTHS ENDED MARCH 31, 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 March 31, 2001 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, 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 THREE MONTHS ENDED MARCH 31, 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                   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.

Foreign currency translation

           The Company's  primary  functional  currency is the Canadian  dollar.
Monetary  assets  and  liabilities  resulting  from  transactions  with  foreign
suppliers and customers are  translated at year-end  exchange rates while income
and expense  accounts are translated at average rates in effect during the year.
Gains and losses on translation are included in income.








<PAGE>



                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Continued)

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

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.

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, 2001
Basic Loss per Share
Loss to common shareholders               $  (129,472)  16,427,686  $     (0.01)
                                          ===========  ===========  ===========

                                       For the three months ended March 31, 2000
Basic Loss per Share
Loss to common shareholders               $(3,594,971) 13,850,000   $     (0.26)
                                          ===========  ===========  ===========

           The effect of outstanding  common stock equivalents are anti-dilutive
for March 31, 2001 and 2000 and are thus not considered.

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 THREE MONTHS ENDED MARCH 31, 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  $4,896,000 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
                                                                     ==========


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.


<PAGE>



                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Continued)

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.

           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.

           As of March 31, 2001, no options have been exercised.


                                                            Shares Under Option
                                                           ---------------------
                                                          March 31, December 31,
                                                              2001       2000
                                                           ---------   ---------
Outstanding, beginning of year .........................   1,195,000        --
Granted during the year ................................        --     1,195,000
Canceled during the year ...............................        --          --
Exercised during the year ..............................        --          --
                                                           ---------   ---------

Outstanding, end of year (at prices
ranging from $0.32 to $2.00 per share) .................   1,195,000   1,195,000
                                                           =========   =========

Eligible, end of year for exercise currently (at prices
ranging from $0.32 to $2.00 per share) .................   1,195,000   1,195,000
                                                           =========   =========




<PAGE>



                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Continued)

NOTE 7 - INVESTMENT AGREEMENT

           On  September  8,  2000,  the  Company  entered  into  an  investment
agreement with Swartz Private Equity, LLC. The Investment Agreement entitles the
Company to issue and sell up to $35  million  shares of common  stock to Swartz,
subject to a formula based upon average stock price and average  trading volume,
from time to time over a three year period  following the effective  date of the
registration statement. As of March 31, 2001 no shares have been issued pursuant
to this agreement.

NOTE 8 - RELATED PARTY TRANSACTIONS

           During 2000,  shareholders of the Company have 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.

NOTE 9 - 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.


<PAGE>



                              MENTOR ON CALL, INC.
                              --------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Continued)

NOTE 10 - 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%.

           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.

On March 6, 2001 the Company  entered  into a  non-exclusive  worldwide  product
licence with Diagnos Inc., a Montreal based public company. Under this agreement
Mentor is entitled to receive royalties on sales at various rates for ten years,
the duration of the patent pending, or patent whichever is the longest.  Further
marketing of licences is proposed as funds allow.

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,  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.

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)

(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:      May 14, 2001                   By:       /s/ James N. Rodgers
                                                    James N. Rodgers,
                                                    President, CEO and Chairman


Date:      May 14, 2001                   By:       /s/ Edwin W. Austin
                                                    Edwin W. Austin,
                                                    CFO, COO and Director