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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET OF MENTOR ON CALL, INC. AS OF DECEMBER 31, 1999 AND THE RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE YEAR THEN ENDED AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 5
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (6)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
