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, 2000

[  ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the transition period from           To

                           Commission file number         0-27739
                                                          -------

                              MENTOR ON CALL, INC.
                 (Name of small business issuer in its charter)

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

         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

     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:     17
                                                                       ----
                                                Exhibit Index Page:     15
                                                                       ----

     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]



<PAGE>



At December 31, 2000,  the aggregate  market value of all shares of voting stock
held  by  non-affiliates  was  $2,527,686.   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,  2000,  was as follows:  Common  Stock $.001 par value,  16,377,686
shares.

Total revenues for fiscal year ended December 31, 2000: $0

At December  31,  2000,  the number of shares of common  stock  outstanding  was
16,377,686.


                       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 controls 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 40 King Street West, Suite 4900,  Toronto,
Ontario, Canada M5H 4A2 and our telephone number is (416) 777-6714.

Mentor On Call Website.
----------------------

Our Internet website is located at www.mentoroncall.com.

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)


   Year       Cable Modem Users DSL Subscriber Users  Total High Bandwidth Users
----------      ----------         ----------         ----------
   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


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


<PAGE>



traditional  advertising  methods,  the Web gives  advertisers  the potential to
target  advertisements  to 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.

The Company occupies certain executive offices in Toronto, Ontario, Canada under
a short term lease. This lease can be canceled on sixty days notice. The current
lease requires rental payments of approximately $200 ($300 Canadian Dollars) per
month.

On  April 1,  2000,  the  Company  signed  a one  year  noncancellable  lease on
development center offices in Toronto, Ontario, Canada. This lease expires March
2001. The current lease requires rental payments of approximately $1,040 ($1,560
Canadian Dollars) per month.

On July 10, 2000,  the Company signed a lease on additional  development  office
space in Toronto,  Ontario, Canada. This lease expires March 31, 2001. The lease
requires rental payments of  approximately  $883 ($1,325  Canadian  Dollars) per
month. It is expected that in the normal course of business,  leases that expire
will be renewed or replaced by leases on other properties.

It is expected that in the normal course of business, leases that expire will be
renewed or replaced by leases on other properties.





<PAGE>



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, 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 the 800,000  warrants held by Swartz  Private  Equity,
the Option  rights  set forth in the  Company's  Employee  Option  Plan,  50,000
options held by David Smith,  a Director,  and 145,000  warrants held by Ong Kim
Kiat, 130  Coronation  Road,  Singapore,  Republic of Singapore has been granted
145,  000 warrants  there is  currently no Common Stock of the Company  which is
subject to outstanding options or warrants to purchase.

(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.

(iii)  There is  currently  no common  equity that is being or is proposed to be
publicly offered by the


<PAGE>



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,  2000,  the Company had  approximately  50  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 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  December 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.

On December  26, 2000 David Smith was offered and accepted  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


Option/SAR Grants in Last Fiscal Year

     The following table sets forth information respecting all individual grants
of options  and SARs made  during the last  completed  fiscal  year by the chief
executive officer and chief financial officer of the Company.
<TABLE>
<CAPTION>


                       Number of   % of Total    Exercise   Expiration Potential
                       Securities  Option        Price ($)   Date      Realizable Value
                       Underlying  Granted to                          at assumed annual
                       Options     Employees                           rates of stock price
                       Granted                                         appreciation for
                                                                       option term ($)
                                                                       5%      10%
<S>                    <C>         <C>           <C>       <C>         <C>   <C>
David Smith (1)         50,000         100%      2.00      03/16/2002
Swartz Private
Equity, LLC (2)        800,000           -       1.75      07/05/2005
Ong Kim Kiat (3)       145,000           -       0.56      09/23/2002

</TABLE>



<PAGE>



           (1) On March 16, 2000 the Board of  Directors  authorized  and issued
           stock options to David Smith, 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.

           (2) 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.

           (3) 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.

As of December 31, 2000, no options have been exercised.


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


<PAGE>



Company may be required to give up a substantial  portion of its interest in the
acquired product.  There is no assurance that the Company will be able either to
obtain  additional  financing or interest third parties in providing funding for
the further development, marketing and manufacturing of any products acquired.

Competition

The Company is an insignificant  participant among firms which engage in managed
distance learning systems, corporate training, professional continuing education
and infomercial  marketplaces.  There are other  established  companies in these
industries which have significantly  greater financial and personnel  resources,
technical  expertise and experience  than the Company.  In view of the Company's
limited  financial  resources  and  management  availability,  the Company  will
continue to be at a significant competitive disadvantage vis-a-vis the Company's
competitors.

Employees

At December 31, 2000,  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 -  Chairman,  President  and C.E.O  Date  Position  Commenced:
January 18, 2000 Term of Office:  Expires January 18, 2005 Address:  40 King St.
West, Suite 4900, Toronto, Ontario, Canada Age: 48

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 - Chief Operating Officer,  Chief Financial Officer and Director
Date Position  Commenced:  January 18, 2000 Term of Office:  Expires January 18,
2005 Address: 40 King St. West, Suite 4900, Toronto, Ontario, Canada Age: 62

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, 2000.  The Company has employment  contracts with Messrs.  Rodgers,
Austin, Pritchard and Figueroa as follows:





<PAGE>



                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                           Long Term Compensation
                                                               --------------------------------------------
                               Annual Compensation                   Awards                 Payouts
                              ---------------------
                                                                   ---------              ----------
     (a)           (b)    (c)         (d)             (e)        (f)         (g)         (h)        (i)
                                                     Other                Securities
                   Year                              Annual    Restricted Underlying               All Other
                   Ended                             Compen-   Stock      Options/      LTIP       Compen-
Name and           Dec.  Salary       Bonus          sation    Award(s)   SAR's         Payouts    sation
Principal Position 31    ($)(1)       ($)             ($)       ($)       (no.)         ($)        ($)

-------------------------------------------------------------------------------------------------------------

<S>                <C>   <C>      <C>  <C>       <C>  <C>     <C>       <C>             <C>        <C>
James N. Rogers .  2001  250,000  (1)  125,000   (2)  5,400   (3) --    250,000          --        --
(President, CEO,   2000  250,000  (1)     --           --         --       --            --        --
& Chairman)

Edwin W. Austin .  2001  180,000  (1)  125,000  (2)  4,500    (3) --    250,000          --        --
(COO & CFO) .....  2000  180,000  (1)     --           --         --       --            --        --

John J. Pritchard  2000  120,000  (1)  125,000  (2)  3,600     (3)  -  250,000           --        --
(Former Senior
Vice President)

Jason Figueroa ..  2000  100,000  (1)  125,000  (2)  3,600     (3)  -  250,000           --        --
(Former Vice
President)
</TABLE>

           (1)  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.

           (2) A  Project  Completion  Bonus of  $125,000  for each of  Rodgers,
           Austin,  Pritchard  and  Figueroa  is  available  and  payable on the
           completion  and acceptance of the Learning  Management  System by the
           Chief  Executive  Officer of the Company  and by outside  clients and
           conditional upon receipt of a minimum of $1,500,000 from licences.

           (3)  Automobile  allowance  available  when the  Company is earning a
           profit  of a minimum  of  $750,000  in any one  quarter  as  follows:
           Rodgers  $450 per month,  Austin  $375 per month,  Prichard  $300 per
           month, and Figueroa $300 per month.

           (4) Each of Rodgers,  Austin,  Pritchard and Figueroa will be granted
           stock  options of  250,000  to each with a strike  price of $2.00 per
           share  exercisable  for a period of five  years  upon  payment of the
           project completion bonus.





<PAGE>



Long-Term Compensation

As of  December  31,  2000,  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,  2000,  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.


                 Name and address of                Amount and nature Percentage
Title of         beneficial owner                   of beneficial     of Class
Class                                               ownership (1)
------         -------------------------------      ----------------  ----------
Common         James N. Rodgers (2)                 4,675,000 (3)      28.5%
               40 King St. West Suite 4900          (affiliate)
               Toronto, Ontario Canada
Common         Edwin W. Austin (2)                  4,675,000 (3)      28.5%
               40 King St. West Suite 4900          (affiliate)
               Toronto, Ontario Canada
Common         All Officers and Directors as        9,350,000          57%
               a Group

           (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 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.



<PAGE>



           (3) Pursuant to the terms of the Unanimous  Shareholders Agreement of
           Mentor On Call Holdings, Inc., John Pritchard and Jason Figueroa have
           contingent  equity  interests of  2,337,500  shares each in Mentor On
           Call  Holdings,  Inc.  Section  2.7  of  the  Unanimous  Shareholders
           Agreement  states, in pertinent part, that "the interest of Pritchard
           and Figueroa in Holdings  shall not vest until all  deliverables  are
           presented and accepted after successful  third party  adjudication as
           follows:  Functional  Specifications,  Functional Prototype, Proof of
           Concept,  Detailed Design,  Development,  User  Acceptance,  Testing,
           Implementation plus full User and Technical  Documentation and Source
           Code." As of the date of this filing,  the interests of Pritchard and
           Figueroa have not vested.

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.



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
Balance Sheets,
  December 31, 2000 and 1999                                                F-2
Statements of Income,
  For the Years Ended December 31, 2000 and 1999                            F-3
Statements of Stockholders' Equity,
  For the Period from October 22, 1996 (inception) to December 31, 2000     F-4
Statements of Cash Flows,
  For the Years Ended December 31, 2000 and 1999                            F-6


<PAGE>



Notes to Financial Statements                                               F-7

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)


     (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,
2000.






<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:      March 27, 2001


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:      March 27, 2000


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

Date:      March 27, 2001


<PAGE>

                              Mentor On Call, Inc.


                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2000 AND 1999






<PAGE>






                                    CONTENTS


                                                                           Page

Independent Auditor's Report...............................................F - 1

Balance Sheets
  December 31, 2000 and 1999...............................................F - 2

Statements of Operations for the
  Years Ended December 31, 2000 and 1999...................................F - 3

Statement of Stockholders' Equity for the
  Period from October 22, 1996 (inception) to December 31, 2000............F - 4

Statements of Cash Flows for the
  Years Ended December 31, 2000 and 1999...................................F - 6

Notes to Financial Statements..............................................F - 7



<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, 2000 and 1999,  and the related
statements of operations,  cash flows for the two years ended December 31, 2000,
and the statement of  stockholders'  equity for the period from October 22, 1996
(inception)  to  December  31,  2000.   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. (a
development  stage company) as of December 31, 2000 and 1999, and the results of
its  operations  and its cash flows for the two years ended December 31, 2000 in
conformity with generally accepted accounting principles.

                                            Respectfully submitted



                                            /s/ ROBISON, HILL & CO.
                                            Certified Public Accountants

Salt Lake City, Utah
March 21, 2001




                                      F - 1

<PAGE>



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



                                                             December 31,
                                                        -----------------------
ASSETS .............................................       2000          1999
                                                        -----------     -------
Current Assets:
Cash & Cash Equivalents ............................    $    31,743     $  --
Lease Deposit ......................................            200        --
                                                        -----------     -------
     Total Current Assets ..........................         31,943        --

Fixed Assets:
Furniture and Equipment ............................         86,226        --
Less Accumulated Depreciation ......................        (15,755)       --
                                                        -----------     -------
     Total Fixed Assets ............................         70,471        --

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

     Total Assets ..................................    $   108,814     $  --
                                                        ===========     =======

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable ...................................    $    64,831     $ 4,813
Accrued Salaries & Vacation ........................        487,501        --
                                                        -----------     -------
     Total Liabilities .............................        552,332       4,813

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 16,377,686 and 4,500,000
    Shares at December 31, 2000 and 1999 ...........         16,378       4,500
  Common Stock to be Issued, 50,000 Shares at
    December 31, 2000 ..............................             50        --
  Paid-In Capital ..................................      4,315,520       5,985
  Currency Translation Adjustments .................          1,036        --
  Retained Deficit .................................         (9,200)     (9,200)
  Deficit Accumulated During the
    Development Stage ..............................     (4,767,302)     (6,098)
                                                        -----------     -------
     Total Stockholders' Equity ....................       (443,518)     (4,813)
                                                        -----------     -------

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


   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




                                                                    Cumulative
                                                                    since
                                                                    July 9, 1999
                                        For the year ended          inception of
                                           December 31,             development
                                        -----------------------
                                            2000         1999       stage
                                        -----------     -------     -----------
Revenues: ..........................    $      --       $  --       $      --

Expenses:
   Research & Development ..........      3,487,764        --         3,487,764
   General & Administrative ........      1,196,522       6,098       1,202,620
                                        -----------     -------     -----------

     Net Operating Loss ............     (4,684,286)     (6,098)     (4,690,484)

Other Income (Expenses)
   Interest, Net ...................        (76,918)       --           (76,918)
                                        -----------     -------     -----------

     Net Loss ......................    $(4,761,204)   $ (6,098)    $(4,767,302)
                                        ===========     =======     ===========


Basic & Diluted loss per share          $     (0.35)   $   0.00
                                        ===========     =======



















   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, 2000
<TABLE>
<CAPTION>


                                                                                                             Since July 9,
                                                                                                             1999 Inception
                                                              Common Stock             Commutative           of
                                             Common Stock      to be Issued    Paid-In Translation Retained  Development
                                          Shares   Par Value Shares  Par Value Capital Adjustment  Deficit   Stage
                                         ---------  -------  ------  -------   -------  ------     --------  -----
Balance at October 22, 1996
<S>                                      <C>        <C>      <C>     <C>       <C>      <C>        <C>       <C>
 (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, 2000
                                   (Continued)

<TABLE>
<CAPTION>

                                                                                                                      Since July 9,
                                                                                                                      1999 Inception
                                                                  Common Stock               Commutative              of
                                             Common Stock         to be Issued     Paid-In   Translation   Retained   Development
                                          Shares   Par Value   Shares  Par Value   Capital   Adjustment    Deficit    Stage
                                         ----------   ------   ------  ---------  ---------  -----------   ---------  ----------
<S>                                      <C>          <C>      <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 shareholders ....       --       --       --         --        1,485         --          --          --

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 .....   1,556,517    1,557   50,000         50    258,393         --          --          --

Net Loss ..............................        --       --       --         --         --         (1,036)       --    (4,761,204)
                                         ----------   ------   ------  ---------  ---------  -----------   ---------  ----------

Balance at December 31, 2000             16,377,686  $16,378   50,000  $      50 $4,315,520  $    (1,036)  $  (9,200)$(4,767,302)
                                         ==========   ======   ======  =========  =========  ===========   =========  ==========
</TABLE>

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

                                      F - 5

<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
                                                        -----------------------
                                                            2000        1999         Stage
                                                        -----------   ---------   -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                     <C>          <C>          <C>
Net Loss .............................................  $(4,761,204) $   (6,098)  $(4,767,302)
Adjustments to reconcile net income (loss) to
  net cash provided (used in) operating activities:
Stock issued as payment of expenses & accrued interest    3,246,919        --       3,246,919
Currency translation adjustment ......................        1,036        --           1,036
Depreciation .........................................       15,755        --          15,755
Amortization .........................................          302        --             302
(Increase) decrease in lease deposit .................         (200)       --            (200)
Increase (decrease) in accounts payable ..............       60,018       4,613        64,631
Increase (decrease) in accrued payroll costs .........      487,501        --         487,501
                                                        -----------   ---------   -----------
Net cash provided by (used in) operating activities ..     (949,873)     (1,485)     (951,358)
                                                        -----------   ---------   -----------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of furniture and equipment ..................      (86,226)       --         (86,226)
Purchase of intangible assets ........................       (1,702)       --          (1,702)
                                                        -----------   ---------   -----------
  Net cash provided by investing activities ..........      (87,928)       --         (87,928)
                                                        -----------   ---------   -----------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Stock issued in exchange for cash ....................      260,000        --         260,000
Proceeds from shareholder loans ......................      809,544        --         809,544
Capital contributed by shareholder ...................         --         1,485         1,485
                                                        -----------   ---------   -----------
  Net cash provided by financing activities ..........    1,069,544       1,485     1,071,029
                                                        -----------   ---------   -----------

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

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

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

</TABLE>

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


                                      F - 6

<PAGE>



                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999


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

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

Cash and Cash Equivalents

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



                                      F - 7

<PAGE>



                              MENTOR ON CALL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

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

Depreciation and Amortization

     Equipment  is  stated  at  cost.   Depreciation   is  computed   using  the
straight-line  method over the  estimated  economic  useful lives of the related
assets as follows:

                     Equipment                 3 - 5 years

     Maintenance  and  repairs  are  charged  to  operations;   betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

     Intangible  assets  consist  of patents  and  trademarks.  Amortization  is
computed  using  straight-  line method over the  estimated  useful lives of the
related assets as follows:

                     Patents and Trademarks   17 years.

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

Foreign currency translation

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







                                      F - 8

<PAGE>



                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

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

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

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

Loss per Share

     The  reconciliations  of the numerators and  denominators of the basic loss
per share computations are as follows:


                                                              Per-Share
                             Income           Shares          Amount
                             ------           ------          ------
                            (Numerator)      (Denominator)

                               For the year ended December 31, 2000
Basic Loss per Share
Loss to common shareholders $   (4,761,204)    13,613,266   $   (0.35)
                            ==============  =============   =========

                               For the year ended December 31, 1999
Basic Loss per Share
Loss to common shareholders $       (6,098)     8,188,992   $    0.00
                            ==============  =============   =========

     The effect of outstanding  common stock  equivalents would be anti-dilutive
for December 31, 2000 and 1999 and are thus not considered.



                                      F - 9

<PAGE>



                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (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.

NOTE 2 - INCOME TAXES

     As of December 31, 2000, the Company had a net operating loss  carryforward
for income tax reporting purposes of approximately $4,767,000 that may be offset
against future taxable income through 2020. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

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

NOTE 4 - RENT EXPENSE

     The Company occupies certain executive offices in Toronto,  Ontario, Canada
under a short term lease.  This lease can be canceled on sixty days notice.  The
current lease  requires  rental  payments of  approximately  $200 ($300 Canadian
Dollars) per month.

     On April 1, 2000,  the Company  signed a one year  noncancellable  lease on
development center offices in Toronto, Ontario, Canada. This lease expires March
2001. The current lease requires rental payments of approximately $1,040 ($1,560
Canadian Dollars) per month.

     On July 10,  2000,  the Company  signed a lease on  additional  development
office space in Toronto, Ontario, Canada. This lease expires March 31, 2001. The
lease requires rental payments of approximately  $883 ($1,325 Canadian  Dollars)
per month.

                                     F - 10

<PAGE>



                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 4 - RENT EXPENSE (Continued)

     It is expected  that in the normal  course of business,  leases that expire
will be renewed or replaced by leases on other properties.

     The minimum  future  lease  payments  under these  leases for the next five
years are:


        Year Ended December 31,
---------------------------------------
                   2001                                 6,169
                   2002                                  --
                   2003                                  --
                   2004                                  --
                   2005                                  --
                Thereafter                               --
                                                       ------

Total minimum future lease payments                    $6,169
                                                        ======


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 2000 and 1999 have been
restated to reflect the stock split.

NOTE 6 - STOCK OPTIONS AND WARRANTS

     On March 16,  2000 the  Board of  Directors  authorized  and  issued  stock
options to a Director for purchase  50,000  shares of the  Company's  restricted
common  stock at a price of $2.00 per share.  The  options  expire  March  2002.
Compensation  in the amount of $175,000  has been  recorded in the  accompanying
financial statements as a result of the issuance of these options.

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

     On July 5, 2000 the Company issued warrants to Swartz Private  Equity,  LLC
for 800,000 shares of common stock. The warrants are exercisable for a period of
five years from July 5, 2000, with an initial exercise price of $1.75. The price
of these  warrants  will be  adjusted  semi-annually  on January 5 and July 5 to
equal the  lesser of the  initial  exercise  price or 100  percent of the lowest
closing bid price of the common  stock for the five  trading  days ending on any
six-month anniversary dat of the dat of issuance.

                                     F - 11

<PAGE>



                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (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.

     As of December 31, 2000, no options have been exercised.


                                                             Shares Under Option
                                                                ----------------
                                                                 December 31,
                                                                ----------------
                                                                   2000    1999
                                                                ---------  -----
Outstanding, beginning of year ..............................        --     --
Granted during the year .....................................   1,195,000   --
Canceled during the year ....................................        --     --
Exercised during the year ...................................        --     --
                                                                ---------  -----

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

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

NOTE 7 - INVESTMENT AGREEMENT

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

NOTE 8 - RELATED PARTY TRANSACTIONS

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

                                     F - 12

<PAGE>



                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 8 - RELATED PARTY TRANSACTIONS (Continued)

     During the last quarter of 2000,  32  investors,  including,  Ong Kim Kiat,
have placed $260,000 into the Company by way of Regulation S Private  Placement.
The total shares  issued equal  1,556,517  with 50,000 shares to be issued as of
December 31, 2000.

NOTE 9 - EMPLOYMENT CONTRACTS

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


                                                        Annual          Deferred
                             Name                      Renumeration     Amount
-------------------------------------------------        --------        -------

Rodgers .........................................        $250,000        $75,000
Austin ..........................................        $180,000        $60,000
Pritchard .......................................        $120,000        $25,000
Figueroa ........................................        $100,000        $15,000

     Deferred Salaries vest when the Company retains earnings of $750,000 in one
quarter and are then payable in equal monthly amounts over the ensuing six month
period.

     Benefits are in a packaged  value at a minimum of ten percent of salary and
a maximum of fifteen  percent of salary.  Fully paid  vacation of four weeks per
annum each.

     Automobile  allowance  available  when the Company is earning a profit of a
minimum of  $750,000  in any one  quarter as  follows:  Rodgers  $450 per month,
Austin $375 per month, Prichard $300 per month, and Figueroa $300 per month.

     A  Project  Completion  Bonus  of  $125,000  for each of  Rodgers,  Austin,
Pritchard and Figueroa is available and payable on the completion and acceptance
of the Learning  Management System by the Chief Executive Officer of the Company
and by outside clients and  conditional  upon receipt of a minimum of $1,500,000
from licences.

     Each of Rodgers,  Austin,  Pritchard  and  Figueroa  will be granted  stock
options of 250,000  to each with a strike  price of $2.00 per share  exercisable
for a period of five years upon payment of the project completion bonus.



                                     F - 13

<PAGE>


                              MENTOR ON CALL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 10 - ASSET ACQUISITION

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

     The assets acquired  include the Mentor On Call Managed  E-Learning  System
which is a proprietary and web-enabled  managed  distance and e-learning  system
with patents  pending and priority dates set in one hundred and five  countries.
The Mentor On Call system operates on Windows 95, 98 and NT platforms, on Novell
and Intranet and will support  industry  standard web servers and browsers.  The
system is SQL  compliant.  The assets also include the Trademark and domain name
"Mentor On Call". Of the assets acquired, the Trademark and domain name which is
valued at $5,000 has been recorded on the financial  statements as  intellectual
property  and the  remaining  $2,995,000  has  been  expensed  as  research  and
development costs.




                                     F - 14