U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

MARK ONE)

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED: DECEMBER 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.
                 (Name of small business issuer in its charter)

                     NEVADA                               77-0517966
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

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

                                 (519) 272-0828
                (Issuer's telephone number, including area code)

Securities  registered  pursuant to Section  12(b) of the Act:  None  Securities
registered pursuant to Section 12(g) of the Act:

                          Common Stock, par value $.001

        Check  whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

                                                                 Total pages: 15
                                                                           -----
                                                          Exhibit Index Page: 14
                                                                           -----






<PAGE>



         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [X]

At December 31, 2001,  the aggregate  market value of all shares of voting stock
held by non-affiliates was $154,855.  In determining this figure, the Registrant
has assumed that all  directors  and  executive  officers are  affiliates.  Such
assumption shall not be deemed  conclusive for any other purpose.  The number of
shares  outstanding  of each  class  of the  Registrant's  common  stock,  as of
December 31,  2001,  was as follows:  Common  Stock $.001 par value,  85,835,856
shares.

Total revenues for fiscal year ended December 31, 2001: $0

At December  31,  2001,  the number of shares of common  stock  outstanding  was
85,835,856.

                             DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"):
NONE

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














<PAGE>



                                     PART I

Item 1.  DESCRIPTION OF BUSINESS.

The Company has not engaged in any operations other than organizational matters.
Mentor On Call,  Inc., a Nevada  corporation (the "Company") was incorporated on
October 22, 1996,  under the name PSM CORP. and was formed  specifically to be a
"clean public shell" and for the purpose of either  merging with or acquiring an
operating company with operating history and assets.

On January 15, 2000 the Company  declared a nine-for-one  forward stock split of
its common stock.  Following this split 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 then controlled  approximately  67.5%. The name of the Company
was then changed to Mentor On Call, Inc. to reflect the Company's new direction.

Mentor On Call, Inc. aims to 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.

Mentor On Call, Inc. aims to provide 7/24/365 call center  technology to provide
realtime assistance and service to learners and educators.

Secondary  operations envisage enhancing the current  "infomercial"  marketplace
through the detailed,  on demand,  visual and audio display and digital delivery
of products currently marketed through radio and television commercial spots.

Distribution  of interactive  video call center  services and distance  learning
will be facilitated  through broadband  connectivity  devices aimed at providing
residential and small business users with high speed access.

Our executive  offices are located at Legacy House,  135 Church St.,  Stratford,
Ontario, Canada N5A 2R4 and our telephone number is (519) 272-0828.

Bandwidth Growth.

In  order  to view  good  quality  film  and  video  files  over  the  Internet,
subscribers  will  require  a  cable  modem,  DSL or  comparable  high-bandwidth
connection. Research indicates that cable companies will be the leading provider
of residential  broadband service. By 2004, the industry expects a total of 31.8
million North American subscribers with high-bandwidth access.


<PAGE>



The following  table  identifies  current and expected trends in the adoption of
high  bandwidth  Internet  access.  These  high-end  bandwidth  users  represent
computer  users with the capacity to use services  provided by us (Source:  Paul
Kagen and Associates)
<TABLE>
<CAPTION>
   Year          Cable Modem Users         DSL Subscriber Users         Total High Bandwidth Users
----------     ----------------------    -------------------------    -------------------------------
<S>                         <C>                            <C>                              <C>
   1999                     1,460,000                      420,000                          1,880,000
   2000                     3,600,000                    2,400,000                          6,000,000
   2001                     7,590,000                    4,170,000                         11,760,000
   2002                    12,950,000                    7,090,000                         20,040,000
   2003                    15,840,000                   10,590,000                         26,430,000
   2004                    18,980,000                   12,910,000                         31,890,000
</TABLE>
A quickening  pace of  development in both  technology and content  available to
users of the World Wide Web parallels  this  increase in Internet  access speed.
New  technologies  such as video and audio streaming  enable the creation of new
forms of  content,  combining  aspects  of  traditional,  narrowband  web design
(including  text,  graphics,  and hyper-links)  with the video-based  production
concepts of  television.  While this  market is growing  rapidly,  it  presently
accounts for a small percentage of the Internet users online today. Accordingly,
most companies involved in the development of technology and content for the Web
are focusing on solutions that are intended to provide an acceptable  experience
for the predominant  narrowband customer,  while offering an improved version of
the same experience to broadband users.

Growth of Online Commerce.

The  Internet  is  dramatically  affecting  the methods by which  consumers  and
businesses  are buying and selling  goods and  services.  The Web  provides  the
ability to reach a global  audience and to operate with minimal  infrastructure,
reduced overhead and greater economies of scale, while providing  consumers with
a broad selection,  increased pricing power and unparalleled  convenience.  As a
result,  a growing  number of  consumers  are  transacting  business on the Web,
including buying consumer goods, trading securities, paying bills and purchasing
airline tickets. International Data Corporation estimates that approximately 28%
of Web  users  purchased  goods  or  services  over  the  Web in 1998  and  that
approximately  40% of Web users  will make  online  purchases  in 2002.  Jupiter
Communications  estimates that retail  consumer  purchases of goods and services
over the Internet  will  increase  from $5.0 billion in 1998 to $29.4 billion in
2002. We believe that as electronic  commerce  expands,  advertisers  and direct
marketers will increasingly use the Web to advertise products,  drive traffic to
their websites, attract customers and facilitate transactions.

Growth of Internet Advertising.

The  Web is  evolving  into  an  important  medium  for  advertisers  due to its
interactive  nature,  global reach,  rapidly  growing  audience and the expected
increase in online commerce.  Unlike more traditional  advertising  methods, the
Web gives advertisers the potential to target advertisements to


<PAGE>



broad  audiences  or to selected  groups of users with  specific  interests  and
characteristics. The Web also allows advertisers and direct marketers to measure
the  effectiveness  and  response  rates  of  advertisements  and to  track  the
demographic  characteristics  of  Web  users.  The  interactive  nature  of  Web
advertising enables advertisers to better understand potential customers, and to
change messages  rapidly and cost  effectively in response to customer  behavior
and product availability.

We anticipate an increase in online  advertising.  Forrester  Research estimates
that the dollar value of Internet  advertising  in the U.S.  will  increase from
$1.3 billion in 1998 to $10.4  billion in 2003,  representing  a 52%  compounded
annual  growth rate.  International  online ad spending is expected to grow from
$0.2 billion in 1998 to $4.7  billion in 2003,  representing  an 87%  compounded
growth rate. By comparison, Broadcasting & Cable estimates that $130 billion was
spent  in  1998  on  traditional  media  advertising  in  the  U.S.,   including
television,  radio,  outdoor and print.  Until  recently,  the leading  Internet
advertisers have been technology  companies,  search engines and Web publishers.
However, many of the largest advertisers utilizing traditional media,  including
consumer products  companies and automobile  manufacturers,  are expanding their
use of online  advertising.  We believe that online advertising will continue to
capture an increasing share of available advertising dollars and that this trend
will  drive  demand  for  online ad  inventory  and for  sophisticated  Internet
advertising solutions.

Driven by the  growing  online  population,  the rise in time  spent  online and
increasing digital commerce adoption, online advertising revenues have surpassed
outdoor  advertising  and will exceed spending for cable  advertising.  By 2003,
roughly three-  quarters of today's radio spending will be converted to Internet
advertising.

Item 2.  DESCRIPTION OF PROPERTY.

As of December 31, 2001 all  activities  of the Company  have been  conducted by
corporate officers from their separate business offices. Currently, there are no
outstanding  debts owed by the company for the use of these facilities and there
are no commitments for future use of the facilities.

Item 3.  LEGAL PROCEEDINGS.

The  Company is subject to claims and suits  arising in the  ordinary  course of
business, and as such, it is not possible to estimate the final outcome of these
legal matters or the ultimate loss or gain,  except as otherwise  stated. At the
time of this  filing,  there are no legal  proceedings  threatened  or  pending,
except such  ordinary  routine  matters  which may be incidental to the business
currently being conducted by the Company.

Item 4.  SUBMISSION OF MATTERS T0 A VOTE OF SECURITY HOLDERS.

Not Applicable.




<PAGE>



                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

Our common stock is presently  listed and traded on the NASD's  Over-The-Counter
Bulletin Board exchange under the symbol "MNOC." However,  there is currently no
"established  trading market" for the Company's  common stock,  and no assurance
can be given  that any  current  market  for the  Company's  common  stock  will
continue  to develop or be  maintained.  For any market  that  develops  for the
Company's  common stock,  the sale of  "restricted  securities"  (common  stock)
pursuant to Rule 144 of the  Securities  and Exchange  Commission  by members of
management, or any other person to whom any such securities may be issued in the
future  may have a  substantial  adverse  impact on any such  public  market.  A
minimum holding period of one year is required for resales under Rule 144, along
with  other  pertinent  provisions,  including  publicly  available  information
concerning  the Company  (this  requirement  will be satisfied by the filing and
effectiveness  of this  Registration  Statement,  the passage of 90 days and the
continued timely filing by the Company of all reports required to be filed by it
with the  Securities  and  Exchange  Commission);  limitations  on the volume of
"restricted  securities" which can be sold in any 90 day period; the requirement
of unsolicited broker's transactions; and the filing of a Notice of Sale of Form
144. There are approximately 9,350,000 restricted shares of the Company eligible
for trading as of the date of this filing.

The following  quotations  were provided by Standard and Poor's  ComStock and do
not  represent  actual  transactions;  these  quotations  do not reflect  dealer
markups, markdowns or commissions.

     Quarter ended:                 High                 Low
------------------------        -------------        ------------
December 31, 2001                   0.030               0.010
September 30, 2001                  0.070               0.020
June 30, 2001                       0.082               0.060
March 30, 2001                      0.219               0.063

December 31, 2000                   0.800               0.190
September 30, 2000                  2.812               0.550
June 30, 2000                       5.310               1.770
March 30, 2000 (1)                  7.750               3.062

        (1) Effective  January 15, 2000, the Company declared a 9- for-1 forward
        stock split of its Common Stock.

(i) With the exception of options for  3,239,499  shares issued to J. N. Rodgers
and options for  2,443,834  issued to E. W. Austin  there is currently no Common
Stock of the Company which is subject to outstanding options.

(ii) There are currently  approximately 9,350,000 shares of the Company's Common
Stock which are eligible to be sold under Rule 144 of the Securities Act of 1933
as amended.


<PAGE>



(iii)  There is  currently  no common  equity that is being or is proposed to be
publicly  offered by the  Company,  the  offering of which could have a material
effect on the market price of the issuer's common equity.

Holders

As of December  31,  2001,  the Company had  approximately  53  shareholders  of
record.

Applicability of Low-Priced Stock Risk Disclosure Requirements.

Our securities will be considered  low-priced or "designated"  securities  under
rules promulgated  under the Exchange Act. Penny Stock Regulation  Broker-dealer
practices in connection  with  transactions  in "Penny  Stocks" are regulated by
certain rules adopted by the  Securities and Exchange  Commission.  Penny stocks
generally  are equity  securities  with a price of less than $5.00  (other  than
securities  registered on certain national securities exchanges or quoted on the
NASDAQ  system).  The penny  stock  rules  require a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk  disclosure  document that provides  information  about penny
stocks and the risk  associated with the penny stock market.  The  broker-dealer
must also provide the customer  with  current bid and offer  quotations  for the
penny stock,  the compensation of the  broker-dealer  and its salesperson in the
transaction,  and monthly  account  statements  showing the market value of each
penny stock held in the customer's account.  In addition,  the penny stock rules
generally   require  that  prior  to  a  transaction  in  a  penny  stock,   the
broker-dealer  must  make a  written  determination  that the  penny  stock is a
suitable  investment  for the  purchaser  and  receive the  purchaser's  written
agreement to the transaction.  These disclosure requirements may have the effect
of reducing the level of trading  activity in the  secondary  market for a stock
that becomes subject to the penny stock rules.  When the Registration  Statement
becomes effective and the Company's securities become registered, the stock will
likely have a trading  price of less than $5.00 per share and will not be traded
on any national exchanges. Therefore, the Company's stock will become subject to
the penny stock rules and  investors  may find it more  difficult  to sell their
securities, should they desire to do so.

Dividend Policy

We have not paid any dividends to date. In addition, we do not anticipate paying
dividends in the immediately  foreseeable  future. The Board of Directors of the
Company  will review this  dividend  policy from time to time to  determine  the
desirability and feasibility of paying  dividends after giving  consideration to
the our  earnings,  financial  condition,  capital  requirements  and such other
factors as the board may deem relevant.

Reports to Shareholders

The Company intends to furnish its shareholders  with annual reports  containing
audited financial  statements and such other periodic reports as the Company may
determine  to be  appropriate  or as may be required by law. We are  required to
comply  with  periodic   reporting,   proxy   solicitation   and  certain  other
requirements by the Securities Exchange Act of 1934.


<PAGE>



Transfer Agent and Registrar

The Transfer  Agent and Registrar for our Common Stock is Pacific Stock Transfer
Company at 5844 S. Pecos Road, Suite D, Las Vegas, Nevada 89120.

Recent Sales of Unregistered Securities

During August 2001 the Company issued 62,408,170 shares of stock in satisfaction
of $1,934,982 in accrued salaries to the Company's CEO. and CFO.

During October 2001 the Company issued  7,000,000  shares to three investors for
services valued at $210,000.

Option/SAR Grants in Last Fiscal Year

        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. These options
were cancelled August 2001 due to the resignation of said Director.

        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.  These  options  were  cancelled  August  2001  due  to the
resignation of said Chairman/Director.

        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.  These
warrants were cancelled during third quarter by mutual agreement.

        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>



        As of December 31, 2001, no options have been exercised.
<TABLE>
<CAPTION>
                                                                     Shares Under Option
                                                               -------------------------------
                                                                        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                                            (1,195,000)              -
Exercised during the year                                                    -               -
                                                               ---------------  --------------

Outstanding, end of year at $0.06 per share                          5,683,333       1,195,000
                                                               ===============  ==============

Eligible, end of year for exercise currently at $0.06 per share      5,683,333       1,195,000
                                                               ===============  ==============
</TABLE>
Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

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.


<PAGE>



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 December 31, 2001,  the Company had 2 full-time  individual  contractors  and
employees.

Item 7.  FINANCIAL STATEMENTS

The  financial  statements  of the Company and  supplementary  data are included
immediately  following the signature page to this report. See Item 13 for a list
of the financial statements and financial statement schedules included.

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

Not Applicable.





<PAGE>



                                    PART III

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

All directors are elected annually by the shareholders and hold office until the
next annual general meeting of  shareholders or until their  successors are duly
elected and  qualified,  unless they sooner  resign or cease to be  directors in
accordance  with the  Articles of  Incorporation  of the  Registrant.  Executive
officers are appointed and serve at the pleasure of the Board of Directors.

The following  persons are the current  directors and executive  officers of the
Company:

JAMES N. RODGERS - President, Chief Executive Officer and Director Date Position
Commenced:  January 18, 2000 Term of Office:  Expires  January 18, 2005 Address:
#3, 21965 49th Ave, Langley, BC, V3A 8J7, Canada Age: 49

A  lawyer  by  profession,  Jim  Rodgers  has  an  extensive  senior  management
background and has undertaken a plethora of  entrepreneurial  initiatives during
his more than 23-year career.  He has been  responsible for publicly listing and
financing  over 200  companies  in Canada,  the U.S.  and  England  and has held
management positions ranging from President to CEO of national and international
organizations.  More  recently  he took a smart card  company  called  Net1 UEPS
public and negotiated technology agreements between the company and Visa wherein
Visa acquired  certain rights to Net1's  patented  technology.  Prior to joining
Mentor On Call, Inc. as C.E.O. in January of this year, Mr. Rodgers took Crystel
Telecommunications.com,  an  Internet  telephone  company,  public and served as
C.E.O. until spring of 1999.

EDWIN W. AUSTIN - Chairman,  Chief Financial  Officer and Director Date Position
Commenced:  January 18, 2000 Term of Office:  Expires  January 18, 2005 Address:
Legacy House, 135 Church St., Ontario, Canada Age: 63

A Chartered Accountant by profession and an international  business executive by
vocation,  Edwin  Austin  has a 30 year  management  career  that spans the oil,
financial  services,  steel and technology  industries.  He has held  management
positions  ranging  from Chief  Financial  Officer to President to Chairman of a
variety  of  companies,  both  national  and  international,  and has  extensive
directorship experience.  More recently he served as Chief Financial Officer for
Net1 UEPS  Technologies  and Crystel  Telecommunications.com,  both of which are
Nasdaq-listed public companies.

Item 10.  EXECUTIVE COMPENSATION.

No cash compensation,  deferred  compensation or long-term incentive plan awards
were  issued or  granted to the  Company's  management  during the period  ended
December 31, 2001. The Company has employment contracts with Messrs. Rodgers and
Austin as follows:


<PAGE>




                                                 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.

        The balance payable on these contracts at August 15, 2001 were cancelled
in exchange for  36,283,170  shares of common stock to Mr. Rogers and 26,125,000
shares of common stock to Mr. Austin.

        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.

Long-Term Compensation

As of  December  31,  2001,  being a date  within 135 days of this  Registration
Statement,  we have not  implemented  an Employee  Option Plan for our officers,
directors and certain key consultants.

There are no employment contracts, compensatory plans or arrangements, including
payments  to be  received  from the  Company,  with  respect to any  director or
executive  officer of the  Company  which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination of employment  with the Company or its  subsidiaries,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

Security ownership of management.  The table below sets for the ownership, as of
December  31,  2001,  by all  directors  and  nominees,  and  each of the  named
executive  officers of the Company,  and directors and executive officers of the
registrant as a group.


<PAGE>


<TABLE>
<CAPTION>
                           Name and address of                Amount and nature          Percentage
   Title of                 beneficial owner                    of beneficial             of Class
     Class                                                      ownership (1)
---------------      -------------------------------        ----------------------      -------------
<S>                  <C>                                    <C>                         <C>
Common               James N. Rodgers (2)                       40,958,170 (3)             47.72%
                     #3, 21965 49th Ave.                         (affiliate)
                     Langley, BC, V3A 8J7
                     Canada

Common               Edwin W. Austin (2)                        30,800,000 (3)             35.88%
                     135 Church St.                              (affiliate)
                     Stratford, Ontario, N5A 2R4
                     Canada
Common               All Officers and Directors as                71,758,170               83.60%
                     a Group
</TABLE>
        (1) Unless  otherwise  indicated,  the Company believes that all persons
        named in the above  table  have sole  voting and  investment  power with
        respect to all shares of common stock beneficially owned by them.

        (2) Rodgers  and Austin  beneficially  own a portion of their  shares in
        Mentor On Call,  Inc.  through their equity  ownership in Mentor On Call
        Holdings, Inc., an International Business Corporation organized pursuant
        to the  laws  of the  Country  of  Barbados,  West  Indies  (hereinafter
        referred to as "Holdings").  Holdings owns 9,350,000 shares of Mentor On
        Call, Inc. which it acquired as part of the Asset Acquisition  Agreement
        entered into with the Company in January, 2000.

Except as otherwise set forth herein,  there are no agreements  between or among
any of the shareholders  which would restrict the issuance of shares in a manner
that would  cause any change of control of the  registrant.  There are no voting
trusts, pooling arrangements or similar agreements in place between or among any
of the shareholders,  nor do the shareholders  anticipate the  implementation of
such an agreement in the near term.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED 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  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 to be issued as of December 31, 2000.


<PAGE>



Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

        (a) The following documents are filed as part of this report.
<TABLE>
<CAPTION>
1.  FINANCIAL STATEMENTS                                                               PAGE
                                                                                       ----
<S>                                                                                    <C>
Independent Auditor's Report                                                           F-1
Balance Sheets,
  December 31, 2001 and 2000                                                           F-2
Statements of Income,
  For the Years Ended December 31, 2001 and 2000                                       F-3
Statements of Stockholders' Equity,
  For the Period from October 22, 1996 (inception) to December 31, 2001                F-4
Statements of Cash Flows,
  For the Years Ended December 31, 2001 and 2000                                       F-7
Notes to Financial Statements                                                          F-9
</TABLE>
2.  FINANCIAL STATEMENT SCHEDULES

        The following  financial  statement schedules required by Regulation S-X
are included herein.

        All  Schedules  are  omitted  because  they  are not  applicable  or the
required information is shown in the financial statements or notes thereto.

3.  EXHIBITS

        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)
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.

         (b)      No  reports  on Form  8-K  were  filed  during  quarter  ended
                  December 31, 2001.


<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) 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)

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

Date:   August 21, 2002

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

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

Date:   August 21, 2002

By:     /s/ Edwin W. Austin
        Edwin W. Austin,
        Chairman, CFO and Director

Date:   August 21, 2002


<PAGE>



                                     MENTOR ON CALL, INC.

                                 (A DEVELOPMENT STAGE COMPANY)

                                              -:-

                                 INDEPENDENT AUDITOR'S REPORT

                                  DECEMBER 31, 2001 AND 2000


<PAGE>






                                           CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page

<S>                                                                                    <C>
Independent Auditor's Report...........................................................F - 1

Balance Sheets

  December 31, 2001 and 2000...........................................................F - 2

Statements of Operations for the

  Years Ended December 31, 2001 and 2000...............................................F - 3

Statement of Stockholders' Equity for the

  Period from October 22, 1996 (inception) to December 31, 2001........................F - 4

Statements of Cash Flows for the

  Years Ended December 31, 2001 and 2000...............................................F - 7

Notes to Financial Statements..........................................................F - 9
</TABLE>

<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


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


        We have audited the accompanying  balance sheets of Mentor On Call, Inc.
(a development  stage company) as of December 31, 2001 and 2000, and the related
statements of operations,  cash flows for the two years ended December 31, 2001,
and the statement of  stockholders'  equity for the period from October 22, 1996
(inception)  to  December  31,  2001.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of Mentor On Call, Inc.
(a development  stage company) as of December 31, 2001 and 2000, and the results
of its  operations  and its cash flows for the two years ended December 31, 2001
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

                                                    Respectfully submitted

                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
July 30, 2002

                                            F - 1

<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                        BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                        December 31,
                                                               -------------------------------
ASSETS                                                              2001             2000
                                                               ---------------  --------------
Current Assets:
<S>                                                            <C>              <C>
Cash & Cash Equivalents                                        $         1,013  $       31,743
Lease Deposit                                                                -             200
                                                               ---------------  --------------
     Total Current Assets                                                1,013          31,943

Fixed Assets:
Furniture and Equipment                                                  6,077          86,226
Less Accumulated Depreciation                                           (2,870)        (15,755)
                                                               ---------------  --------------
     Total Fixed Assets                                                  3,207          70,471

Other Assets:
Intangible Assets                                                        6,702           6,702
Less Accumulated Amortization                                           (6,700)           (302)
                                                               ---------------  --------------
     Total Other Assets                                                      2           6,400
                                                               ---------------  --------------

     Total Assets                                              $         4,222  $      108,814
                                                               ===============  ==============

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable                                               $        61,353  $       64,831
Accrued Salaries & Vacation                                                  -         487,501
                                                               ---------------  --------------
     Total Liabilities                                                  61,353         552,332

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 85,835,856 and 16,427,686
    Shares at December 31, 2001 and 2000                                85,836          16,428
  Paid-In Capital                                                    6,915,753       4,315,520
  Currency Translation Adjustments                                           -           1,036
  Retained Deficit                                                      (9,200)         (9,200)
  Deficit Accumulated During the
    Development Stage                                               (7,049,520)     (4,767,302)
                                                               ---------------  --------------
     Total Stockholders' Equity                                        (57,131)       (443,518)
                                                               ---------------  --------------

     Total Liabilities and

       Stockholders' Equity                                    $         4,222  $      108,814
                                                               ===============  ==============
</TABLE>
          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

                                            F - 2

<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                   STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                    since
                                                                                 July 9, 1999
                                                     For the year ended          inception of
                                                        December 31,             development

                                               -------------------------------
                                                    2001            2000            stage
                                               --------------- ---------------  --------------
<S>                                            <C>             <C>              <C>
Revenues:                                      $             - $             -  $            -

Expenses:
   Research & Development                                    -       3,487,764       3,487,764
   General & Administrative                          2,239,144       1,196,522       3,441,764
                                               --------------- ---------------  --------------

     Net Operating Loss                             (2,239,144)     (4,684,286)     (6,929,528)

Other Income (Expenses)
   Interest, Net                                             -         (76,918)        (76,918)
   Sale of Fixed Assets                                (43,074)              -         (43,074)
                                               --------------- ---------------  --------------

     Net Loss                                  $    (2,282,218)$    (4,761,204) $   (7,049,520)
                                               =============== ===============  ==============

Basic & Diluted loss per share                 $        (0.06) $        (0.35)
                                               =============== ===============
</TABLE>
















          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

                                            F - 3

<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                              STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE PERIOD FROM OCTOBER 22, 1996 (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                                                                    Since July 9,
                                                                                                                         1999
                                                                                     Commutative                     Inception of
                                            Common Stock              Paid-In        Translation      Retained       Development
                                       Shares        Par Value        Capital        Adjustment        Deficit          Stage
                                   --------------  --------------  --------------  --------------- ---------------  --------------
<S>                                <C>             <C>             <C>             <C>             <C>              <C>
Balance at October 22, 1996
  (Inception)                                   -  $            -  $            -  $             - $             -  $            -

October 22, 1996 Issuance of
  Stock for services and payment
  of accounts payable                   1,000,000           1,000
Net Loss                                        -               -               -                -          (1,000)              -
                                   --------------  --------------  --------------  --------------- ---------------  --------------

Balance at December 31, 1996
  as originally reported                1,000,000           1,000               -                -          (1,000)              -
Retroactive adjustment for 9 to 1                                                                                                -
  stock split January 15, 2000          8,000,000           8,000               -                -          (8,000)              -
                                   --------------  --------------  --------------  --------------- ---------------  --------------

Restated balance January 1, 1997        9,000,000           9,000               -                -          (9,000)              -
Net Loss                                        -               -               -                -            (100)              -
                                   --------------  --------------  --------------  --------------- ---------------  --------------

Balance at December 31, 1997            9,000,000           9,000               -                -          (9,100)              -

Net Loss                                        -               -               -                -            (100)              -
                                   --------------  --------------  --------------  --------------- ---------------  --------------

Balance at December 31, 1998            9,000,000           9,000               -                -          (9,200)              -
</TABLE>
                                     F - 4
<PAGE>

                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                              STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE PERIOD FROM OCTOBER 22, 1996 (INCEPTION) TO DECEMBER 31, 2001
                                         (Continued)
<TABLE>
<CAPTION>
                                                                                                                    Since July 9,
                                                                                                                         1999
                                                                                     Commutative                     Inception of
                                            Common Stock              Paid-In        Translation      Retained       Development
                                       Shares        Par Value        Capital        Adjustment        Deficit          Stage
                                   --------------  --------------  --------------  --------------- ---------------  --------------
<S>                                <C>             <C>             <C>             <C>             <C>              <C>
Balance at December 31, 1998            9,000,000  $        9,000  $            -  $             - $        (9,200) $            -
                                                                                                 -                               -

Shares canceled                       (4,500,000)         (4,500)           4,500                -               -               -
Capital contributed by                          -               -           1,485                -               -               -
shareholders
Net Loss                                        -               -               -                -               -         (6,098)
                                   --------------  --------------  --------------  --------------- ---------------  --------------

Balance at December 31, 1999            4,500,000           4,500           5,985                -         (9,200)         (6,098)

Issued stock in acquisition of                                                                                                   -
  subsidiary                            9,350,000           9,350       2,990,650                -               -               -
Issued stock options in lieu of
  compensation                                  -               -         175,000                -               -               -
Issued stock and warrants as
  repayments of shareholder loans         971,169             971         885,492                -               -               -
Issued stock in exchange for cash       1,606,517           1,607         258,393                -               -               -
Net Loss                                        -               -               -            1,036               -     (4,761,204)
                                   --------------  --------------  --------------  --------------- ---------------  --------------

Balance at December 31, 2000           16,427,686          16,428       4,315,520            1,036         (9,200)     (4,767,302)
</TABLE>

                                            F - 5

<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                              STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE PERIOD FROM OCTOBER 22, 1996 (INCEPTION) TO DECEMBER 31, 2001
                                         (Continued)
<TABLE>
<CAPTION>
                                                                                                                    Since July 9,
                                                                                                                         1999
                                                                                     Commutative                     Inception of
                                            Common Stock              Paid-In        Translation      Retained       Development
                                       Shares        Par Value        Capital        Adjustment        Deficit          Stage
                                   --------------  --------------  --------------  --------------- ---------------  --------------
<S>                                <C>             <C>             <C>             <C>             <C>              <C>
Balance at December 31, 2000           16,427,686  $       16,428  $    4,315,520  $         1,036 $        (9,200) $   (4,767,302)

Accrued salaries converted to
  Capital contributions                         -               -         184,231                -               -               -
Issued stock options in lieu of
  compensation                                  -               -         341,000                -               -               -
Refund of overpayment on stock                  -               -            (572)               -               -               -
Issued stock as payment for                                                                                                      -
 accrued salaries                      62,408,170          62,408       1,872,524                -               -               -
Issued stock in exchange for
  services                              7,000,000           7,000         203,000                -               -               -
Net Loss                                        -               -               -           (1,036)              -      (2,282,218)
                                   --------------  --------------  --------------  --------------- ---------------  --------------

Balance at December 31, 2001           85,835,856  $       85,836  $    6,915,703  $             - $        (9,200) $   (7,049,520)
                                   ==============  ==============  ==============  =============== ===============  ==============
</TABLE>






          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

                                            F - 6

<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                   STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                         Cumulative
                                                                                           Since
                                                                                        July 9, 1999
                                                             For the years ended        Inception of
                                                                 December 31,           Development

                                                         ----------------------------
                                                              2001          2000           Stage
                                                         -------------- -------------  --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                      <C>            <C>            <C>
Net Loss                                                 $   (2,282,218)$  (4,761,204) $   (7,049,520)
Adjustments to reconcile net income (loss) to
  net cash provided (used in) operating activities:
Stock issued as payment of expenses & accrued interest        2,670,213     3,246,919       5,918,617
Loss on sale of fixed assets                                     43,074             -          43,074
Currency translation adjustment                                  (1,036)        1,036               -
Depreciation & Amortization                                      12,547        16,057          28,604
(Increase) decrease in lease deposit                                200          (200)              -
Increase (decrease) in accounts payable                          (3,478)       60,018          61,153
Increase (decrease) in accrued payroll costs                   (487,501)      487,501               -
                                                         -------------- -------------  --------------
Net cash provided by (used in) operating activities             (48,199)     (949,873)       (998,072)
                                                         -------------- -------------  --------------

CASH FLOWS FROM INVESTING

ACTIVITIES:

Purchase of fixed assets                                              -       (86,226)        (86,226)
Purchase of intangible assets                                         -        (1,702)         (1,702)
Proceeds from sale of fixed assets                               18,041             -          18,041
                                                         -------------- -------------  --------------
  Net cash provided by investing activities                      18,041       (87,928)        (69,887)
                                                         -------------- -------------  --------------

CASH FLOWS FROM FINANCING

ACTIVITIES:

Stock issued in exchange for cash                                     -       260,000         260,000
Refund of overpayment on stock                                     (572)            -            (572)
Proceeds from shareholder loans                                       -       809,544         809,544
                                                         -------------- -------------  --------------
  Net cash provided by financing activities                        (572)    1,069,544       1,068,972
                                                         -------------- -------------  --------------

Net (Decrease) Increase in Cash and Cash Equivalents            (30,730)       31,743           1,013
Cash and Cash Equivalents at Beginning of Period                 31,743             -               -
                                                         -------------- -------------  --------------
Cash and Cash Equivalents at End of Period               $        1,013 $      31,743  $        1,013
                                                         ============== =============  ==============
</TABLE>




                                            F - 7

<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                   STATEMENTS OF CASH FLOWS
                                         (Continued)
<TABLE>
<CAPTION>
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:
Stock issued in exchanged for intangible assets          $            - $            - $        5,000
Stock issued for payment of shareholder loans            $            - $            - $      809,544

</TABLE>




























          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

                                            F - 8

<PAGE>



                                     MENTOR ON CALL, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 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.

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,  2001.  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.

                                            F - 9

<PAGE>



                                     MENTOR ON CALL, INC.
                                NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                          (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.

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.

                                            F - 10

<PAGE>



                                     MENTOR ON CALL, INC.
                                 (A Development Stage Company)
                                 NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                          (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

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:
<TABLE>
<CAPTION>
                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                (Numerator)     (Denominator)

                                                    For the year ended December 31, 2000
BASIC LOSS PER SHARE
<S>                                           <C>                   <C>         <C>
Loss to common shareholders                   $    (4,761,204)      13,613,266  $       (0.35)
                                              ===============  ===============  ==============

                                                    For the year ended December 31, 2001

BASIC LOSS PER SHARE
Loss to common shareholders                   $    (2,282,218)      41,505,592  $       (0.06)
                                              ===============  ===============  ==============
</TABLE>
        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for December 31, 2001 and 2000 and are thus not considered.

                                            F - 11

<PAGE>



                                     MENTOR ON CALL, INC.
                                 (A Development Stage Company)
                                 NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                          (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

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.

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.

NOTE 2 - INCOME TAXES

        As  of  December  31,  2001,  the  Company  had  a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $7,000,000 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.

                                            F - 12

<PAGE>

                                     MENTOR ON CALL, INC.
                                 (A Development Stage Company)
                                 NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                          (Continued)

NOTE 3 - DEVELOPMENT STAGE COMPANY

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

NOTE 4 - COMMITMENTS

        As of  December  31,  2001  all  activities  of the  Company  have  been
conducted by corporate officers from their separate business offices. Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

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. These options
were cancelled August 2001 due to the resignation of said Director.

        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.  These  options  were  cancelled  August  2001  due  to the
resignation of said Chairman/Director.

        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.

                                            F - 13

<PAGE>



                                     MENTOR ON CALL, INC.
                                 (A Development Stage Company)
                                 NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                          (Continued)

NOTE 6 - STOCK OPTIONS AND WARRANTS (Continued)

        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.  These
warrants were cancelled during third quarter by mutual agreement.

        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.

        As of December 31, 2001, no options have been exercised.
<TABLE>
<CAPTION>
                                                                     Shares Under Option
                                                               -------------------------------
                                                                        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                                            (1,195,000)              -
Exercised during the year                                                    -               -
                                                               ---------------  --------------

Outstanding, end of year at $0.06 per share                          5,683,333       1,195,000
                                                               ===============  ==============

Eligible, end of year for exercise currently at $0.06 per share      5,683,333       1,195,000
                                                               ===============  ==============
</TABLE>
NOTE 7 - 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.

                                            F - 14

<PAGE>



                                     MENTOR ON CALL, INC.
                                 (A Development Stage Company)
                                 NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                          (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.

        The balance payable on these contracts at August 15, 2001 were cancelled
in exchange for  36,283,170  shares of common stock to Mr. Rogers and 26,125,000
shares of common stock to Mr. Austin.

        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.

                                            F - 15

<PAGE>


                                     MENTOR ON CALL, INC.
                                 (A Development Stage Company)
                                 NOTES TO FINANCIAL STATEMENTS
                          THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                          (Continued)

NOTE 9 - INTANGIBLE ASSETS

        On January  17,  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 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".

                                            F - 16