UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 15, 2000
Commission File Number: 0-27739
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MENTOR ON CALL, INC.
(Exact name of registrant as specified in its charter)
Nevada 77-0517966
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11300 W. Olympic Blvd., Suite 800, Los Angeles, California 90064
(Address of principal executive offices)
(604) 688-6306
(Issuer's telephone number, including area code)
PSM CORP.
9160 E. Deer Trail, Tuscon, Arizona 85710
(Former name, former address and former fiscal year,
if changed since last report)
Item 1. Changes in Control of Registrant
The Board of Directors of PSM Corp. ("PSM") 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2000 /s/ James N. Rodgers
James N. Rodgers,
President, CEO and Chairman
Date: March 28, 2000 /s/ Edwin W. Austin
Edwin W. Austin,
CFO, COO and Director
