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, 1999

[ ]      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
                                                -------

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

         40 King St. West, Suite 4900, Toronto, Ontario, Canada M5H 4A2
                    (Address of principal executive offices)

                                 (416) 777-6714
                (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












<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.

The  Board  of  Directors   approved  the  Asset   Acquisition   Agreement  (the
"Agreement")  with  Mentor On Call,  Inc.,  a Barbadian  International  Business
Corporation  ("Mentor").  The name of the Company has been  changed to Mentor On
Call, Inc. to reflect the Company's new direction,  and,  effective  January 15,
2000,  the Company  declared a  nine-for-one  forward  stock split of its common
stock.

Mentor is in business to provide the best managed  distance  learning  system in
the world, and intends to grow and achieve an above-average  financial return by
maintaining a large share of the public school  distance and e-learning  market,
as  well  as the  corporate  training,  professional  continuing  education  and
infomercial marketplaces.

Under the terms of the Agreement, signed on January 17, 2000, Mentor On Call was
issued 9,350,000  post-split  restricted  shares of the Company as consideration
for the  contributed  assets,  resulting  in a total of  13,850,000  issued  and
outstanding shares of the Company, of which Mentor controls approximately 67.5%.

The  executive  offices of the Company are  located at 40 King St.  West,  Suite
4900, Toronto, Ontario, Canada M5H 4A2. Its telephone number is (416) 777-6714.


Item 2.  DESCRIPTION OF PROPERTY.

At December  31,  1999,  the company  had a working  agreement  with the Company
president to use 600 square feet of office  space,  telephones  and  secretarial
services supplied on a gratis basis.

Subsequent  to  December  31,  1999 and the  merger on  January  15,  2000,  the
Company's  executive  offices  are  located  at 40 King St.  West,  Suite  4900,
Toronto, Ontario, Canada M5H 4A2

Item 3.  LEGAL PROCEEDINGS.

Not Applicable.


<PAGE>

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

Not Applicable.

                                     PART II

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

The Company's  Common Stock is traded OTC Bulletin Board with the trading symbol
"MNOC".  As of December 31, 1999,  to  managements  knowledge  there had been no
trading.

As of March 31, 2000, there were 175 stockholders of record.

No dividends  have been  declared on the Company's  stock.  Nor does the Company
foresee any dividends being declared in the near future.

RECENT SALES OF UNREGISTERED SECURITIES.

There  have  been no sales of the  Company's  securities.  As  noted  above,  in
connection with organizing the Company, on November 12, 1996, persons consisting
of its officers,  directors,  and other individuals were issued a total of 1,000
shares of Common  Stock at a value of $.001 per  share.  On May 6,  1999,  those
outstanding  shares  were  forward  split  1,000 to 1,  resulting  in a total of
1,000,000 shares outstanding.

On October  25,  1999,  Mr.  Daniel L.  Hodges  returned  500,000  shares to the
treasury and the shares were  canceled,  resulting in 500,000  remaining  shares
outstanding.

On January 15, 2000 the Company  declared a forward split 9 to 1, resulting in a
total of 4,500,000 shares outstanding.

On January 17, 2000, the Company issued  9,350,000  shares in connection  with a
merger agreement, resulting in 13,850,000 shares outstanding.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

Plan of Operation - General

The Company  was  organized  for the purpose of creating a corporate  vehicle to
seek,  investigate and, if such investigation  warrants,  acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation.


<PAGE>


The Board of Directors  has approved the proposed  Asset  Acquisition  Agreement
(the "Agreement") with Mentor On Call, Inc., a Barbadian  International Business
Corporation  ("Mentor").  The name of the Company has been  changed to Mentor On
Call, Inc. to reflect the Company's new direction,  and,  effective  January 15,
2000,  the Company  declared a  nine-for-one  forward  stock split of its common
stock.

The assets acquired include the Mentor On Call Managed  E-Learning  System which
is a proprietary and  web-enabled  managed  distance and e-learning  system with
patents pending and priority dates set in eighty-nine  countries.  The Mentor On
Call system operates on Windows 95, 98 and NT platforms,  on Novell and Intranet
and will support industry  standard web servers and browsers.  The system is SQL
compliant.  The assets also  include the  Trademark  and domain name  "Mentor On
Call".

Mentor is in business to provide the best managed  distance  learning  system in
the world, and intends to grow and achieve an above-average  financial return by
maintaining a large share of the public school  distance and e-learning  market,
as  well  as the  corporate  training,  professional  continuing  education  and
infomercial marketplaces.

Under the terms of the  Agreement,  signed on January 17,  2000,  Mentor On Call
will be issued 9,350,000  post-split  restricted  shares of PSM as consideration
for the  contributed  assets,  resulting  in a total of  13,850,000  issued  and
outstanding  shares of the Company,  of which Mentor will control  approximately
67.5%.  Mentor  On  Call's  present  management  will  step in and take over all
day-to-day operations of the Company.  James N. Rodgers has agreed to assume the
position of  President,  Chief  Executive  Officer and  Chairman of the Board of
Directors, and Edwin W. Austin has agreed to step in as Chief Financial Officer,
Chief Operating Officer and Director.

The Company may incur significant post-merger or acquisition  registration costs
in the  event  management  wishes to  register  a portion  of their  shares  for
subsequent  sale. The Company will also incur  significant  legal and accounting
costs in connection with the acquisition  including the costs of preparing post-
effective amendments, Forms 8-K, agreements and related reports and documents.

The Company will not have sufficient  funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of the products acquired. Accordingly,  following the acquisition,
the Company will, in all  likelihood,  be required to either seek debt or equity
financing  or obtain  funding  from third  parties,  in  exchange  for which the
Company may be required to give up a substantial  portion of its interest in the
acquired product.  There is no assurance that the Company will be able either to
obtain  additional  financing or interest third parties in providing funding for
the further development, marketing and manufacturing of any products acquired.

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 many  established  companies in these
industries which have significantly  greater financial and personnel  resources,


<PAGE>

technical  expertise and experience  than the Company.  In view of the Company's
limited  financial  resources  and  management  availability,  the Company  will
continue to be at a significant competitive disadvantage vis-a-vis the Company's
competitors.

Employees

At  March  31,  2000, the Company had 8 full-time employees.


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.

Directors and Executive Officers

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers serve at the pleasure of the Board of Directors.  Information as to the
director and executive officer of the Company is as follows.

Daniel Hodges has been sole Director,  President,  Chief  Financial  Officer and
Secretary of the Company since his  appointment  on October 24, 1996. Mr. Hodges
has been president and director of Solomon Consulting Corp. which specializes in
corporate  and  securities  consulting  since 1995. He has owned and operated an
industrial  manufacturing  company,  "APRI, Inc." since 1998. He is currently on
the  board  of  directors  of two  charitable  organizations  as well as over 10
for-profit corporations. Within the past year, several companies that maintain a
public trading status have had Mr. Hodges as a director including: Avartarra.com
(symbol:  AVAR),  Landstar,  Inc. (LDSR),  and Hyaton Company,  Inc. (HYTN). Mr.
Hodges  received his B.S.  from Thomas A. Edison State  College in Trenton,  New
Jersey. He is also a graduate of the U.S. Air Force Undergraduate Pilot Training
program and is  currently  the rank of Captain as an officer in the Air National
Guard.

In connection with the acquisition on January 17, 2000, Mentor's management will
step in and take over all day-to-day operations of the Company. James N. Rodgers
has agreed to assume the  position of  President,  Chief  Executive  Officer and
Chairman of the Board of Directors, and Edwin W. Austin has agreed to step in as
Chief Financial Officer, Chief Operating Officer and Director.

Conflicts of Interest

Certain  conflicts of interest  existed at December 31, 1999 and may continue to
exist  between the Company and its officers and  directors  due to the fact that
each has other  business  interests  to which he devotes his primary  attention.
Each officer and director  may continue to do so  notwithstanding  the fact that
management time should be devoted to the business of the Company.

Certain  conflicts of interest may exist between the Company and its management,
and  conflicts  may  develop in the  future.  The  Company  has not  established
policies or procedures for the  resolution of current or potential  conflicts of
interests  between  the  Company,  its  officers  and  directors  or  affiliated
entities.  There can be no assurance that  management will resolve all conflicts
of interest in favor of the Company,  and failure by  management  to conduct the
Company's business in the Company's best interest may result in liability to the
management.  The  officers  and  directors  are  accountable  to the  Company as
fiduciaries,  which  means that they are  required  to  exercise  good faith and
integrity in handling the Company's  affairs.  Shareholders who believe that the
Company has been  harmed by failure of an officer or  director to  appropriately
resolve any  conflict  of  interest  may,  subject to  applicable  rule of civil
procedure,  be able to bring a class action or derivative  suit to enforce their
rights and the Company's rights.


<PAGE>



Item 10.  EXECUTIVE COMPENSATION.

During the year ended December 31, 1999, no compensation was paid.

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

The following table sets forth information  relating to the beneficial ownership
of Company  common stock by those persons  beneficially  holding more than 5% of
the Company  capital stock, by the Company's  directors and executive  officers,
and by all of the Company's  directors and executive  officers as a group, as of
December 31, 1999.

                                        Percentage of
  Name of                 Number of      outstanding
Stockholder             Shares Owned    Common Shares

Daniel L. Hodges          300,000             40%

All officers and
directors as a
group                     300,000             40%

The address of Mr. Hodges is care of the Company.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In  connection  with  organizing  the Company,  on November  12,  1996,  persons
consisting of its officers, directors, and other individuals were issued a total
of 1,000 shares of Common  Stock at a value of $.001 per share.  On May 6, 1999,
the  outstanding  shares were forward split 1,000 to 1,  RESULTING IN A TOTAL OF
1,000,000 shares outstanding. On October 25, 1999, Mr. Daniel L. Hodges returned
500,000  shares to the  treasury  and the shares  were  canceled,  resulting  in
500,000 shares outstanding.  Under Rule 405 promulgated under the Securities Act
of 1933,  Mr.  Hodges may be deemed to be a promoter  of the  Company.  No other
persons are known to Management that would be deemed to be promoters.


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

         (a) The following documents are filed as part of this report.

1.  FINANCIAL STATEMENTS                                                   PAGE
                                                                           ----

Independent Auditor's Report                                                F-1

<PAGE>

Balance Sheets,
  December 31, 1999 and 1998                                                F-2
Statements of Income,
  For the Years Ended December 31, 1999 and 1998                            F-3
Statements of Changes in Stockholders' Equity,
  For the Years Ended December 31, 1999 and 1998                            F-4
Statements of Cash Flows,
  For the Years Ended December 31, 1999 and 1998                            F-5
Notes to Financial Statements                                               F-6

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)
27.1              Financial Data Schedule

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

         (b)      No  reports  on Form  8-K  were  filed  during  quarter  ended
                  December 31, 1999.

















<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 Chairman

Date:    April 11, 2000


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 Chairman

Date:    April 11, 2000


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

Date:    April 11, 2000



<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


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


           We have audited the  accompanying  balance  sheets of Mentor On Call,
Inc.  (formerly PSM Corp.) (a development  stage company) as of December 31,1999
and 1998, and the related  statements of operations,  stockholders'  equity, and
cash flows for the two years ended December 31, 1999. 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  generally  accepted
auditing  standards.  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.
(formerly PSM Corp.) (a  development  stage company) as of December 31, 1999 and
1998,  and the  results of its  operations  and its cash flows for the two years
ended  December  31,  1999 in  conformity  with  generally  accepted  accounting
principles.

                                                   Respectfully submitted


                                                   /S/ ROBISON, HILL & CO
                                                   Certified Public Accountants

Salt Lake City, Utah
April 11, 2000

                                      F - 1

<PAGE>

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

                                                              December 31,
                                                       ------------------------
                                                          1999          1998
                                                       ----------    ----------

Assets: ............................................   $     --      $     --
                                                       ==========    ==========

Liabilities - Accounts Payable .....................   $    4,813    $      200
                                                       ----------    ----------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 500,000 and 1,000,000 shares
    At December 31, 1999 and 1998 ..................          500         1,000
  Paid-In Capital ..................................        1,985          --
  Retained Deficit .................................       (1,200)       (1,200)
  Deficit Accumulated During the
    Development Stage ..............................       (6,098)         --
                                                       ----------    ----------

     Total Stockholders' Equity ....................       (4,813)         (200)
                                                       ----------    ----------

     Total Liabilities and

       Stockholders' Equity ........................   $     --      $     --
                                                       ==========    ==========















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

                                      F - 2

<PAGE>

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

                                                                     Cumulative
                                                                        since
                                                                      inception
                                           For the year ended            of
                                               December 31,          development
                                         ------------------------
                                             1999          1998         stage
                                         ----------    ----------    ----------
Revenues: ............................   $     --      $     --      $     --

Expenses: ............................        6,098           100         6,098
                                         ----------    ----------    ----------

     Net Loss ........................   $   (6,098)   $     (100)   $   (6,098)
                                         ==========    ==========    ==========

Basic & Diluted Loss Per Share .......   $    (0.01)   $     --
                                         ==========    ==========























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

                                      F - 3

<PAGE>

                              MENTOR ON CALL, INC.
                              (FORMERLY PSM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                                                             Deficit
                                                                                           Accumulated
                                                                                              During
                                            Common Stock          Paid-In     Retained      Development
                                        Shares      Par Value     Capital      Deficit        Stage
                                     ----------    ----------    ----------   ----------    ----------
Balance at September 23, 1996
<S>                                  <C>           <C>           <C>          <C>           <C>
(inception) ......................         --      $     --      $     --     $     --      $     --
October 9, 1996 Issuance of
Stock for Services and payment
  of Accounts payable ............        1,000         1,000          --           --            --
Net Loss .........................         --            --            --         (1,000)         --
                                     ----------    ----------    ----------   ----------    ----------

Balance at December 31, 1996
  As originally reported .........        1,000         1,000          --         (1,000)         --

Retroactive adjustment for 1,000
  to 1 stock split May 6, 1999 ...      999,000          --            --           --            --
                                     ----------    ----------    ----------   ----------    ----------

Restated balance January 1, 1997 .    1,000,000         1,000          --         (1,000)         --

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

Balance at December 31, 1997 .....    1,000,000         1,000          --         (1,100)         --

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

Balance at December 31, 1998 .....    1,000,000         1,000          --         (1,200)         --

Shares canceled ..................     (500,000)         (500)          500         --            --

Capital contributed by shareholder         --            --           1,485         --            --
Net Loss .........................         --            --            --           --          (6,098)
                                     ----------    ----------    ----------   ----------    ----------

Balance at December 31, 1999 .....      500,000    $      500    $    1,985   $   (1,200)   $   (6,098)
                                     ==========    ==========    ==========   ==========    ==========
</TABLE>




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

                                      F - 4


<PAGE>

                              MENTOR ON CALL, INC.
                              (FORMERLY PSM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                           Cumulative
                                                                             Since
                                                                           Inception
                                                 For the years ended           of
                                                      December 31,         Development
                                               ------------------------
                                                  1999          1998         Stage
                                               ----------    ----------    ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:

<S>                                            <C>           <C>           <C>
Net Loss ...................................   $   (6,098)   $     (100)   $   (6,098)
Increase (Decrease) in Accounts Payable ....        4,613           100         4,613
                                               ----------    ----------    ----------
  Net Cash Used in operating activities ....       (1,485)         --          (1,485)
                                               ----------    ----------    ----------

CASH FLOWS FROM INVESTING

ACTIVITIES:
Net cash provided by
  investing activities .....................         --            --            --
                                               ----------    ----------    ----------

CASH FLOWS FROM FINANCING

ACTIVITIES:

Capital contributed by shareholder .........        1,485          --           1,485
                                               ----------    ----------    ----------
Net Cash Provided by

  Financing Activities .....................        1,485          --           1,485
                                               ----------    ----------    ----------

Net (Decrease) Increase in

  Cash and Cash Equivalents ................         --            --            --
Cash and Cash Equivalents
  at Beginning of Period ...................         --            --            --
                                               ----------    ----------    ----------
Cash and Cash Equivalents

  at End of Period .........................   $     --      $     --      $     --
                                               ==========    ==========    ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest ...................................   $     --      $     --      $     --
Franchise and income taxes .................   $      250    $     --      $      250

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
----------------------------------------------------------- -----------
None
</TABLE>

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

                                      F - 5


<PAGE>

                              MENTOR ON CALL, INC.
                              (FORMERLY PSM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           This  summary  of  accounting  policies  for  Mentor  On  Call,  Inc.
(formerly  PSM Corp.) 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, 1999.  The
Company was organized as a vehicle to seek merger or acquisition candidates.  On
January 15, 2000, the Board of Directors approved the proposed Asset Acquisition
Agreement (the "Agreement") with Mentor On Call, Inc., a Barbadian International
Business Corporation ("Mentor").

           Mentor is in business to provide managed distance  learning  systems,
corporate   training,   professional   continuing   education  and   infomercial
marketplaces.

CASH AND CASH EQUIVALENTS

           For purposes of the  statement of cash flows,  the Company  considers
all highly liquid debt instruments  purchased with a maturity of three months or
less to be cash  equivalents  to the  extent  the funds  are not being  held for
investment purposes.

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

                                      F - 6

<PAGE>

                              MENTOR ON CALL, INC.
                              (FORMERLY PSM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                                   (CONTINUED)

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

statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

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 YEAR ENDED DECEMBER 31, 1999
Basic Loss per Share
Loss to common shareholders ..........    $   (6,098)      909,888   $    (0.01)
                                          ==========    ==========   ==========

                                           FOR THE YEAR ENDED DECEMBER 31, 1998
Basic Loss per Share
Loss to common shareholders ..........   $     (100)     1,000,000   $     --
                                         ==========     ==========   ==========

           The  effect  of  outstanding   common  stock   equivalents  would  be
anti-dilutive  for August 31, 1999 and  December  31, 1999 and 1998 and are thus
not considered.

NOTE 2 - INCOME TAXES

           As of  December  31,  1999,  the  Company  had a net  operating  loss
carryforward for income tax reporting purposes of approximately  $6,000 that may
be offset against future taxable income through 2011. Current tax laws limit the
amount of loss  available  to be offset  against  future  taxable  income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused.

Accordingly,  the potential tax benefits of the loss carryforwards are offset by
a valuation allowance of the same amount.

                                     F - 7

<PAGE>

                              MENTOR ON CALL, INC.
                              (FORMERLY PSM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                                   (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,  1999 all  activities  of the  Company  have been
conducted by  corporate  officers  from either their homes or 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 May 6, 1999 the  Board of  Directors  authorized  1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying  financial  statements to
the number of common shares and per-share amounts for 1998 have been restated to
reflect the stock split.

NOTE 6 - SUBSEQUENT EVENTS

           The Board of Directors  has approved the proposed  Asset  Acquisition
Agreement (the "Agreement") with Mentor On Call, Inc., a Barbadian International
Business  Corporation  ("Mentor").  The name of the Company has been  changed to
Mentor On Call,  Inc. to reflect the Company's  new  direction,  and,  effective
January 15, 2000,  the Company  declared a nine-for-  one forward stock split of
its common stock.

           The assets  acquired  include the Mentor On Call  Managed  E-Learning
System which is a proprietary  and web-enabled  managed  distance and e-learning
system with patents pending and priority dates set in eighty-nine countries. The
Mentor On Call system operates on Windows 95, 98 and NT platforms, on Novell and
Intranet and will support industry standard web servers and browsers. The system
is SQL compliant.  The assets also include the Trademark and domain name "Mentor
On Call".

           Mentor hopes to provide the best managed distance  learning system in
the world, and intends to grow and achieve an above-average  financial return by
maintaining a large share of the public

                                      F - 8

<PAGE>

                              MENTOR ON CALL, INC.
                              (FORMERLY PSM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                                   (CONTINUED)

NOTE 6 - SUBSEQUENT EVENTS (CONTINUED)

school  distance  and  e-learning  market,  as well as the  corporate  training,
professional continuing education and infomercial marketplaces.

           Under the terms of the Agreement,  signed on January 17, 2000, Mentor
On  Call  will  be  issued  9,350,000  post-split  restricted  shares  of PSM as
consideration  for the  contributed  assets,  resulting in a total of 13,850,000
issued and  outstanding  shares of the  Company,  of which  Mentor will  control
approximately  67.5%.  Mentor On Call's present management will step in and take
over all  day-to-day  operations of the Company.  James N. Rodgers has agreed to
assume the position of President,  Chief  Executive  Officer and Chairman of the
Board of Directors, and Edwin W. Austin has agreed to step in as Chief Financial
Officer, Chief Operating Officer and Director.

                                      F - 9