UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                     For the fiscal year ended June 30, 2002

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

               For the transition period from ________ to ________

                        Commission file number 033-36198

                        RETURN ON INVESTMENT CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                               22-3038309
    (State or other jurisdiction of       (IRS Employer Identification No.)
            incorporation)


1825 BARRETT LAKES BLVD, SUITE 260, KENNESAW, GEORGIA                   30144
      (Address of principal executive offices)                        (Zip Code)

                  REGISTRANT'S TELEPHONE NUMBER: (770) 517-4750

     Securities registered under Section 12(b) of the Exchange Act:

    Title of each class                      Name of each exchange on which
                                                        registered
            None

     Securities registered under Section 12(g) of the Exchange Act: None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not 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 ]

     State registrant's revenues for its most recent fiscal year: $8,421,296.

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days:  $9,433,692 based on the closing sales
price as of August 26, 2002.

     State the number of shares outstanding of each of the registrant's  classes
of common equity,  as of the latest  practicable  date:  11,354,486 shares as of
September 25, 2002.

     Documents Incorporated by Reference: None.

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

                                       i
<PAGE>

                        RETURN ON INVESTMENT CORPORATION

                         2002 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS



PART I.                                                                   PAGE

Item 1.   Description of Business                                           1

Item 2.   Description of Properties                                         5

Item 3.   Legal Proceedings                                                 6

Item 4.   Submission of Matters to a Vote of Security Holders               6

PART II.

Item 5.   Market for Common Equity and Related Stockholder Matters          6

Item 6.   Management's Discussion and Analysis or Plan of Operation         7

Item 7.   Financial Statements                                            F1-F26

Item 8.   Changes In and Disagreements with Accountants on
          Accounting and Financial Disclosure                               16

PART III.

Item 9.   Directors, Executive Officers, Promoters and Control Persons      16

Item 10.  Executive Compensation                                            18

Item 11.  Security Ownership of Certain Beneficial Owners and Management    19

Item 12.  Certain Relationships and Related Transactions                    20

Item 13.  Exhibits and Reports on Form 8-K                                  20

          Signatures                                                        21

          Certifications                                                    22

          Index to Exhibits                                                 23

                                       ii
<PAGE>

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL

     Return On Investment  Corporation  d/b/a ROI Corporation  (the "Company" or
"ROI") was  incorporated  in Delaware in 1990 as  Net/Tech  International,  Inc.
("NTTI").  On August 10, 2000, we completed a reverse merger that merged Results
Oriented  Integration  Corporation  ("ROIC") into a  wholly-owned  subsidiary of
NTTI,  which at the time had no operations.  The name of the company was changed
to Return On Investment Corporation. Our principal executive offices are located
at 1825 Barrett  Lakes  Boulevard,  Kennesaw,  Georgia  30144 and our  telephone
number is (770) 517-4750.

     ROI's subsidiaries  market software and services that provide  connectivity
and communications for credit card, debit card and check transaction processing.
ROI  offerings  include  (i)  payment  processing  software  for  virtually  any
computing platform including Windows,  Unix, Linux, AIX, OS/390, OS/400, and Sun
Solaris;  and (ii) software for IBM midrange  computers that facilitates  e-mail
and   e-commerce   communications,   system   and   device   connectivity,   and
business-to-business and business-to-consumer transactions.

     Application software,  such as retail point-of-sale software and e-commerce
shopping  cart  software,   typically  does  not  provide   payment   processing
capabilities.  Our software  provides the  connectivity  and  communications  to
facilitate  the processing of credit card,  debit card,  and check  transactions
which are passed to our software by a wide variety of application software.  Our
customers for payment processing products and services range from small to large
Internet  marketers,  retailers,  and mail and phone  order  companies.  Our IBM
midrange  software  products  and  services  provide  e-mail   capabilities  and
connectivity and  communications  to other computer systems or devices,  such as
barcode data collection equipment and materials handling equipment.

     Our  products and services  are branded  according to the  subsidiary  that
markets  them.  Our  subsidiary,   GO  Software,  Inc.  ("GO")  markets  payment
processing and connectivity software,  including PCCharge,  RiTA, AS/400 Support
for  POS-port  and  JavaCard.  As of July 1, 2002,  the product  lines that were
previously  marketed by Net400 are being  marketed  and  supported  by GO. These
software  products for IBM midrange  computers  facilitate e-mail and e-commerce
communications,  system and device connectivity,  and  business-to-business  and
business-to-consumer  transactions.  The operations of our subsidiary,  S.A.F.E.
Systems,  Inc.  ("S.A.F.E."),  have  been  reduced  and  consolidated  into  our
subsidiary,  Campana Data,  Inc.  ("Campana  Data"),  which is  responsible  for
performing under the ongoing S.A.F.E. consulting and service agreements.

     Until February 2001, we provided payment  processing  software only for IBM
midrange computer systems (IBM iSeries and IBM AS/400) in the United States. Our
strategy  included  using some of the  capital  provided  by our August 10, 2000
private  placement  to  develop  versions  of our  software  for other  computer
systems, such as Unix, Linux and Windows systems.  However, our primary strategy
was to pursue  acquisitions  of other  software  companies  whose  products were
complementary to our products.

     In February 2001, we acquired Net400,  Inc.,  which provided  software that
facilitates   e-mail   and   e-commerce   communications,   system   and  device
connectivity,  and business-to-business  and business-to-consumer  transactions.
All of the issued and  outstanding  shares of Net400 common stock were exchanged
in the merger for 300,000 shares of our common stock.  Of those shares,  100,000
shares were delivered to the former Net400  shareholders and 200,000 shares were
held in escrow,  to be released once each year based on sales of Net400 products
and services  during the one-year  period from February 1, 2001 through  January
31, 2002,  and the  one-year  period from  February 1, 2002 through  January 31,
2003,  at the rate of one share  for each  $3.50 in sales.  42,806  shares  were
released  from  escrow at the end of the first  one-year  period.  All  escrowed
shares are subject to release if we are acquired.

     In February  2001, we acquired  S.A.F.E.  Systems,  Inc.,  which provided a
host-based,  magnetic  stripe stored  value/gift card system and marketed credit
card processing and other transaction-based  products and services to merchants.
All of the issued and outstanding shares of S.A.F.E. common stock were exchanged
in the merger for 400,000 shares of our common stock.  Of those shares,  300,000
shares were delivered to the former S.A.F.E.

                                       1
<PAGE>

shareholders and 100,000 shares were held in escrow,  to be released if at least
$5,000,000 was  contributed to our net revenue by the sale of S.A.F.E.  software
and services  (excluding  equipment  sales) for the period  commencing  with the
effective  date of the merger and ending June 30,  2002.  Since the revenue goal
was not achieved,  all escrowed shares were forfeited and will be repurchased by
the Company at the par value of $.01 per share.

     In May 2001, we acquired GO Software, from Network Commerce, Inc. ("Network
Commerce"). At that time GO Software was recognized as a leader in Windows based
payment  processing  solutions  with over  35,000  activations  of its  PCCharge
products.  In  addition,  GO's new Java  engine,  RiTA,  was designed to work on
virtually any platform including Windows,  Unix, Linux, OS/390,  OS/400, and Sun
Solaris.  RiTA  complemented  the new product design that ROI had created and we
expected RiTA to be the foundation for the next generation of our products.  The
consideration for the acquisition was $1,000,000 in cash and 1,000,000 shares of
our common  stock,  valued at  approximately  $2,340,000.  The merger  agreement
stipulated  that  if  these  shares  were  not  registered  with  the  SEC in an
appropriate  filing and that filing declared  effective by the SEC by August 31,
2001, then the Company would repurchase 166,667 of these shares at $3 per share.
Since these were not registered by August 31, 2001, we repurchased the requisite
number of shares by September  17, 2001.  Subsequently,  Network  Commerce  sold
approximately 830,000 shares in open market transactions.

STRATEGY

     Our  short-term  goal is to be a  recognized  leader in  providing  payment
processing solutions to our reseller network and merchants in North America. The
following are the key elements of our strategy:

o    Cross-sell Products and Services. As we have grown by acquisition,  we have
     acquired new  customers  that could  benefit from  additional  products and
     services  that we sell. We also have acquired new product and service lines
     that  could  benefit  our  existing  customers.   By  taking  advantage  of
     opportunities  to cross-sell  our products and services,  we believe we can
     decrease our cost of sales and increase our revenues and gross margins.

o    Acquire Complementary  Businesses and Products. A key element of our growth
     strategy has been to pursue potential acquisitions that offer opportunities
     to  increase  our sales  revenues,  gross  margins  and  market  share.  By
     acquiring  businesses  that offer  products  that  complement  our existing
     products,  we decrease  the training  time  required for our sales force to
     become  familiar with the product and increase the  likelihood  that one or
     more of our  products  will  meet  the  needs  of  existing  and  potential
     customers.

o    Improve  our  Product  Offerings.  To compete  effectively,  and expand our
     market share,  we must  continually  develop and introduce new products and
     enhancements that reflect technological  developments and emerging industry
     standards.  We plan to improve and expand our product and service offerings
     on an ongoing basis through acquisitions of complementary product lines and
     our internal research and development efforts.

o    Leverage   Existing   Distribution   Channels  and  Develop  New  Strategic
     Partnerships.  We have strategic  partnerships with hundreds of application
     software marketing, consulting, computer systems and transaction processing
     firms.  These  companies  recommend  our products and in many cases buy our
     products  and resell them to their  customers.  We intend to fully  support
     their  efforts  to  maximize  sales and plan to  continue  to  recruit  new
     companies as partners.

PRODUCTS

     Our  subsidiary,  GO Software,  develops and markets  software and provides
software support.  GO's primary products are packaged software used by merchants
for payment  processing,  including  PCCharge,  GO JavaCard,  AS/400 Support for
POS-port,  and RiTA.  PCCharge  provides  payment  processing  for Windows based
applications.  GO  JavaCard  and  AS/400  Support  for  POS-port  operate on IBM
midrange  computer  systems.  RiTA is designed to work on virtually any computer
hardware and software platform including Windows,  Unix, Linux,  OS/390,  OS/400
and Sun Solaris.

     Since 1994, GO has been one of the industry's  leading suppliers of payment
processing products.  PCCharge products such as, PCCharge Express, PCCharge Pro,
PCCharge Payment Server, RiTA Server and GO JavaCard

                                       2
<PAGE>

are  currently  being used by tens of thousands  of merchants to process  credit
card  transactions  in  conventional  brick and mortar,  as well as,  e-Commerce
businesses.  An Internet  pioneer,  GO introduced the first  IP-enabled  payment
processing  engine  for  Windows  environments.  RiTA  is  expected  to  be  the
foundation for the next generation of GO payment  processing  software  products
written in Java and XML.

     GO charges license fees for the use of these software products.  The retail
prices for a single license range significantly,  from hundreds of dollars for a
PC to tens of thousands  of dollars for our  middleware  solutions,  RiTA and GO
JavaCard.  The total license fee depends upon the platform,  the  functionality,
and the number of connections required to process the transactions. In addition,
GO offers annual support and update service  typically priced at a percentage of
the license fee.

     GO Software's  payment  processing  software products support virtually all
electronic payments including credit/debit cards, checks, check conversions, ACH
(Automated Clearing House) transactions, electronic benefit transfers (EBT), and
stored  value/gift/loyalty  cards.  The  products  can  support  all  levels  of
transaction  volume and operate in any merchant  environment,  including  retail
point-of-sale,  phone/mail  order, and Internet  e-commerce.  The products offer
fast authorization  time,  security,  encryption,  advanced fraud protection and
advanced cardholder  authentication,  which can result in lower transaction fees
for the merchant.  GO's payment  processing  software can be interfaced with any
application software via standard programming languages. With this software, the
merchant  can use any major bank or financial  network to  authorize  and settle
payment transactions.

     GO markets  NetMail*400  products  that  empower  IBM  midrange  systems to
perform  e-mail and automate  document  processing,  principally  in the area of
electronic commerce. IBM midrange systems applications and users need to be able
to communicate with customers and vendors using e-mail.  Examples of application
enablement  for  e-mail  and  automated   document   handling   include:   order
confirmation, shipment notification, customer relationship management (CRM), and
customer  support.   Using  NetMail*400   products,   an  IBM  midrange  systems
application can also send e-mail alert  messages,  send messages to alphanumeric
pagers, and send e-mail messages to wireless PCS devices.

     GO's  Serial400  and  Sockets400   products  provide   communications   and
connectivity for IBM midrange systems.  These products provide  system-to-system
and program-to-program  communications between applications and to other systems
and devices,  such as barcode data collection  equipment and materials  handling
equipment. GO Serial400 and Sockets400 products simplify programming by handling
all of the protocol conversion required for communications.

TECHNICAL SUPPORT AND CONSULTING SERVICES

     GO offers customers varying levels of technical support services  including
periodic  software  updates and  twenty-four  hour,  seven days a week access to
telephone  support and  support-related  information  via the Internet.  GO also
offers training and consulting  services.  Through our active  alliance  partner
program, we recruit  consulting,  application  software,  and system integration
firms to market and implement our software. Our subsidiary,  Campana Data, Inc.,
offers consulting services and outsourcing of computer operations.

CUSTOMERS

     We have licensed  over 50,000  computer  systems to use our  software.  Our
customers for payment processing  products and services range from small to very
large  merchants.  We have products in many vertical  markets and business types
including retailers, mail and phone order companies, and Internet marketers. One
of our customers,  Safeway,  Inc.,  accounted for approximately 14% of operating
revenues for the fiscal year ending June 30, 2002.

SALES

     To  reach  our  potential  customer  base,  we  have  several  distribution
channels,  including a direct sales force and  hundreds of  strategic  alliances
with  software   developers,   systems  integrators,   financial   institutions,
consultants  and  financial  transaction  processors  that make up our  reseller
network. Our reseller network consists of these two channels:

                                       3
<PAGE>

Financial Channel
     o    Banks
     o    Independent Sales Organizations (ISO's)
     o    Electronic Payments Processors
     o    Financial Value Added Resellers (VAR's)

Developer - Service Provider Channel
     o    Software Developers
     o    Integrators
     o    Dealers
     o    Independent Software Vendors (ISV's)
     o    Internet Service Providers (ISP's)
     o    Application Service Providers (ASP's)

     An important  element of our sales strategy is to expand our  relationships
with our reseller  channels  described  above to increase  market  awareness and
acceptance of our software and services.  We provide  training and other support
necessary for our resellers to aid in the promotion and sale of our products.

     Our  products  and  services are used by many types of customers in various
industries. Our direct sales staff has substantial knowledge of our products and
service offerings and we will continue to recruit and train sales people.

MARKETING

     The target market for our payment processing products and services is wide.
Application  software,  such as retail  point-of-sale  software  and  e-commerce
shopping  cart  software,   typically  does  not  provide   payment   processing
capabilities.   Our  software  provides   connectivity  and   communications  to
facilitate  the processing of credit card,  debit card, and check  transactions.
The  market  for  our IBM  midrange  software  products  and  services  includes
companies  that need  e-mail  capabilities  on their IBM  midrange  systems  and
companies  that need to connect  their IBM  midrange  systems to other  computer
systems or devices,  such as barcode data  collection  equipment  and  materials
handling equipment.

     GO's marketing  staff  performs all marketing  functions,  except  investor
relations.  GO's marketing  department has responsibility for product marketing,
marketing  communications and public relations.  GO's marketing  department also
produces   collateral   material  for   distribution   to  prospects   including
demonstrations,  presentation materials,  white papers, case studies,  articles,
brochures, and data sheets.

     Our marketing staff has an in-depth understanding of the payment processing
software and services marketplace and the IBM midrange marketplace and the needs
of  customers in those  marketplaces,  as well as  experience  in all of the key
marketing  disciplines.  Our staff also has broad  knowledge of our products and
services and how they can meet  customer  needs.  We utilize  focused  marketing
programs that are intended to attract potential  customers in our target markets
and to  promote  ROI,  our  subsidiaries,  and  our  brands.  We  use  seminars,
advertising,  telemarketing,  direct  mail,  tradeshows,  speaking  engagements,
public relations  campaigns,  partner  conferences,  and web site marketing.  We
devote  substantial  resources  to  supporting  the sales team with high quality
sales tools and collateral materials.

RESEARCH AND PRODUCT DEVELOPMENT

     The  markets  for  our  products  are  characterized  by  rapidly  changing
technologies and evolving industry standards. Our future growth will depend to a
substantial  degree  upon our ability to enhance our  existing  products  and to
develop and introduce,  on a timely and  cost-effective  basis, new products and
features  that meet  changing  customer  requirements  and emerging and evolving
industry  standards.   We  anticipate  continued  investments  in  research  and
development costs in all of our products, with an emphasis on our RiTA product.

                                       4
<PAGE>

COMPETITION

     The markets for our products and services are highly  fragmented and served
by numerous firms,  many of which address only specific  aspects of a particular
market. We believe the principal competitive factors that we face are reputation
and quality of service,  relative price and performance,  time to market for new
product introductions, adherence to industry standards, technical expertise, and
product availability.

     Based on our  industry  experience,  we  believe  that we have  significant
market share in payment  processing  software on Microsoft Windows platforms and
we are a dominant  company in the United States in the IBM midrange  market,  in
terms of number of  licenses  granted for payment  processing  software.  In the
Windows market,  our primary  competitors are IC Verify and Atomic Software.  In
the IBM midrange market, IBM Websphere's  Payment Manager and Integrated Systems
Design are our primary  competitor.  Competition in the Windows and IBM midrange
markets is expected to grow and companies  with greater  resources  than we have
may enter the markets.  However,  we believe that our premier position will help
us maintain a substantial market share.

     RiTA, our Java-based payment processing software, operates on virtually any
computing  platform.  Although  competitors  exist  on  each  different  type of
computer  platform on which RiTA operates,  we are not aware of any  competitive
product that  operates on all of the  platforms  supported by RiTA.  In the Unix
market, our primary competitor is Southern DataComm.

     In the IBM midrange e-mail  software  market,  our primary  competitors are
Computer  Keyes and  Evergreen.  No single company in this market has a dominant
position. In the IBM midrange  connectivity and communications  software market,
there are numerous small competitors and the market is highly fragmented.

INTELLECTUAL PROPERTY

     Our success is dependent upon developing,  protecting,  and maintaining our
intellectual property assets. We rely upon combinations of copyright, trademark,
and trade secrecy protections, along with contractual provisions, to protect our
intellectual   property   rights  in  software,   documentation,   data  models,
methodologies, data processing systems, and related written materials. Copyright
protection is generally  available  under United  States laws and  international
treaties for our  software and printed  materials.  The  effectiveness  of these
various types of protection can be limited,  however,  by variations in laws and
enforcement  procedures from country to country. There are no legal lives on any
of our intellectual property.

GOVERNMENT REGULATION

     Not Applicable

EMPLOYEES

     With efficiency gains due to the continued synergy of our acquisitions,  we
have maintained revenue growth,  while decreasing the total number of employees.
As of June 30, 2002,  we had a total of 85 full time  employees.  Our  continued
success is dependent on our ability to attract and retain  qualified  employees.
Due to the competitiveness in the market for employees, we may experience future
difficulty in recruiting and retaining  staff. Our employees are not represented
by a union or a collective bargaining agreement.

ITEM 2.   DESCRIPTION OF PROPERTIES

     The  Company  leases  its  administrative,   marketing,  and  research  and
development   facilities  under  long-term   operating  leases.   Our  corporate
headquarters   and  about  18%  of  GO  Software's   personnel  are  located  in
approximately  14,000  square  feet in  Kennesaw,  Georgia  pursuant  to a lease
expiring in 2005. GO Software is located in approximately  10,000 square feet in
Savannah,  Georgia pursuant to a lease expiring in 2004. Campana Data is located
in  approximately  12,500 square feet in Batavia,  Illinois  pursuant to a lease
expiring in 2006.

     The Company believes that its facilities are adequate for its current needs
and that suitable  additional or substitute space will be available as needed to
accommodate expansion of the Company's operations.

                                       5
<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

     The Company filed an action against UniComp,  Inc.,  ("UniComp") on May 24,
2002 in the  Superior  Court of Cherokee  County,  Georgia,  alleging  breach of
promissory note and seeking  attorneys' fees. The Complaint alleges that UniComp
failed to pay  $500,000,  plus  interest,  due to the Company by October 4, 2001
under a Promissory  Note duly  executed by UniComp.  UniComp filed an answer and
counterclaims  on or  about  August  14,  2002  denying  liability.  Defendant's
counterclaims   allege   misappropriation  of  trade  secrets  and  confidential
information,  violation of fiduciary duties,  conversion,  tortious interference
with contractual and business relationships, and seeks punitive damages.

     Because of the early stage of the  litigation  and the fact that  discovery
has not been  completed,  it is  premature  to predict  whether  an  unfavorable
outcome in this action is either probable or remote or to estimate the amount or
range of potential  loss, if any, to the Company in the event of an  unfavorable
outcome. Management believes UniComp's allegations to be without merit.

     As of the date of this filing the company is not engaged in any other legal
proceedings that are expected,  individually or in aggregate, to have a material
adverse effect on our business.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

     The Company's common stock is traded on the Over The Counter Bulletin Board
("OTCBB")  under the market symbol ROIE.  OTCBB  reported the following high and
low sales prices for each quarter for the last year.

               ---------------------------------------------------
                 QUARTER ENDED                HIGH           LOW
               ---------------------------------------------------
                    9/30/00                  $6.875         $3.00
               ---------------------------------------------------
                   12/31/00                    6.25          3.40
               ---------------------------------------------------
                    3/31/01                    4.25         2.123
               ---------------------------------------------------
                    6/30/01                    3.80         2.378
               ---------------------------------------------------
                    9/30/01                    5.25          3.60
               ---------------------------------------------------
                   12/31/01                    4.60          3.30
               ---------------------------------------------------
                    3/31/02                    3.55          2.20
               ---------------------------------------------------
                    6/30/02                    2.72          1.30
               ---------------------------------------------------

     The OTCBB is a more limited  trading market than the Nasdaq SmallCap Market
or Nasdaq  National Market and timely,  accurate  quotations of the price of the
Company's  common  stock may not always be  available.  You may  expect  trading
volume  to be low in such a market.  Consequently,  the  activity  of only a few
shares may  affect  the  market  and may  result in wide  swings in price and in
volume.  Additionally,  the foregoing  quotations reflect  inter-dealer  prices,
without retail markup, markdown, or commission and may not necessarily represent
actual retail transaction prices.

                                       6
<PAGE>

HOLDERS

     According to the records of the Company's  transfer agent,  the Company had
approximately 920 stockholders of record as of August 26, 2002.

DIVIDEND POLICY

     The Company's  policy has been to reinvest  earnings and cash flows to fund
future  growth.  Accordingly,  the Company has not paid  dividends  and does not
anticipate  declaring  dividends on its common stock in the foreseeable  future,
though there are no restrictions on the payment of such dividends.

RECENT SALES OF UNREGISTERED SECURITIES

     On June 20,  2002,  four  members of the board of  directors  purchased  an
aggregate of 300,000 shares of common stock at $2.00 per share.  The proceeds of
the sale  were  used  for  general  corporate  purposes.  Such  sale was made in
reliance on the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933, as amended,  for transactions by an issuer not involving
a public offering.

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

OVERVIEW

     Our Company  markets (i) payment  processing  software and  solutions for a
wide  variety of computer  platforms to  facilitate  the  processing  of credit,
debit,  stored  value,  gift,  loyalty,  and  check  transactions,,   (ii)  data
processing and software consulting services, and (iii) software for IBM midrange
computers  that  facilitates  e-mail and e-commerce  communications,  system and
device   connectivity,   and   business-to-business   and   business-to-consumer
transactions.

     On August 10,  2000,  we  completed  a reverse  merger that merged ROI into
NTTI, a public company that had no  significant  operations and changed the name
of the combined company to Return On Investment Corporation (the "Company").  As
a result of the reverse merger, ROI's shareholders gained a controlling interest
in the Company and ROI  management  replaced  NTTI's  management.  As such,  the
transaction  was accounted for as a reverse  merger.  The  historical  financial
statements of ROI replaced the  financial  statements of NTTI and ROI's year end
of June 30 was adopted by the Company.  In accordance  with the agreement,  NTTI
issued (after a 1-for-20  reverse  split) a total of 6,118,918  shares of NTTI's
Common  Stock in exchange  for all of the issued and  outstanding  shares of ROI
common  stock.  All share and per share data have been  restated  to reflect the
stock issuance as a recapitalization of ROI.

     Our results of  operations  include the  operations of Return On Investment
Corporation  and its  subsidiaries.  Operations  for the  subsidiaries  acquired
during 2001 are included  from the date of  acquisition.  Accordingly,  the 2001
results of operations  include  Net400 and S.A.F.E.,  since  February  2001, and
include GO Software, since May 2001. In January 2002, the operations of S.A.F.E.
were consolidated into our subsidiary, Campana Data.

     Due to our acquisition activities,  year-to-year  comparisons of results of
operations  are not  necessarily  meaningful.  Additionally,  as a result of our
pursuit  of a  growth  strategy  focusing  on  marketing,  sales,  and  software
development synergies gained as a result of eliminating duplicate functions, the
results of operations are  significantly  different than the result of combining
the previous  operations of each acquired company into our Company. As a result,
pro forma comparisons are not necessarily  meaningful.  See "Acquisitions During
Fiscal 2001" below for more information.

     We have  categorized  our three primary sources of revenue as license fees,
support and update  services,  and consulting  fees.  License fees are earned by
granting customers licenses to use the Company's  proprietary software products.
Revenue  from support and update  services is  comprised  of fees for  providing
customer  support,  24 hours a day, 365 days a year, and periodic updates to our
software products as part of our continuing effort to provide total

                                       7
<PAGE>

customer service and access to the latest technology available.  Consulting fees
are earned by providing  services to customers  including  systems  analysis and
design, programming, training, and outsourcing of computer operations.

     Our revenues may vary from quarter to quarter due to market conditions, the
budgeting and purchasing  cycles of customers and the effectiveness of our sales
force and our reseller  network.  We typically do not have a material backlog of
unfilled  software  orders,  and product revenue in any quarter is substantially
dependent upon orders received in that quarter.  Because our operating  expenses
are based on anticipated  revenue levels and are relatively fixed over the short
term,  variations in the timing of generation of revenues can cause  significant
variations  in  operating  results  from  quarter to  quarter.  Fluctuations  in
operating results may result in volatility in the price of our common stock. Our
operating  results  may  fluctuate  significantly  as a result of a  variety  of
factors, many of which are beyond our control.

RESULTS OF OPERATIONS

     During fiscal 2002,  our net loss was  $4,563,753 on $8,421,296 in revenues
compared to a net loss of $2,614,444 on $3,774,664 in revenues in fiscal 2001.

     Increased losses during 2002 as compared to 2001 were largely the result of
research  and  development,   sales  and  marketing,  corporate  infrastructure,
expenses  related  to  the  integration  of  our  newly  acquired  subsidiaries,
impairment  losses  associated  with our  acquisitions,  and  non-cash  expenses
related to depreciation and amortization.

REVENUES

   -------------------------------------------------------------------------
                                               YEARS ENDING JUNE 30,
   -------------------------------------------------------------------------
   CATEGORY:                            2002        CHANGE         2001
   -------------------------------------------------------------------------
   License Fees and Other             $5,909,766         147%    $2,395,468
   -------------------------------------------------------------------------
   Percentage of Revenue                     70%                        64%
   -------------------------------------------------------------------------
   Support and Update Services        $1,243,621          61%      $771,575
   -------------------------------------------------------------------------
   Percentage of Revenue                     15%                        20%
   -------------------------------------------------------------------------
   Consulting Fees                    $1,267,909         109%      $607,621
   -------------------------------------------------------------------------
   Percentage of Revenue                     15%                        16%
   -------------------------------------------------------------------------

     The  increase in license fee revenue  during 2002 was due  primarily to the
result of the  acquisition  of GO Software  as well as demand for the  Company's
payment  processing  software.  Go Software  contributed  additional license fee
revenue of  approximately  $4,075,000 in 2002 compared to $624,000 in 2001.  The
Company's  pricing  structure  remained  substantially  the same  during 2002 as
compared  to 2001.  The  increase  in  support  and update  services  was due to
continued sales of licenses creating new customers for these services and strong
retention of our existing  customers.  Consulting fee revenue for 2002 primarily
represents  fees for  providing  programming  and computer  support  services by
S.A.F.E., which was acquired in February 2001.

OPERATING EXPENSES

--------------------------------------------------------------------------------
                              YEARS ENDING JUNE 30,
--------------------------------------------------------------------------------
CATEGORY:                                      2002        CHANGE       2001
--------------------------------------------------------------------------------
Sales & Marketing                           $1,830,936      106%       $889,442
--------------------------------------------------------------------------------
Percentage of Revenue                              22%                      24%
--------------------------------------------------------------------------------
General and Administrative (excluding       $7,135,484       76%     $4,044,704
depreciation and amortization)
--------------------------------------------------------------------------------
Percentage of Revenue                              85%                     107%
--------------------------------------------------------------------------------

                                       8
<PAGE>

--------------------------------------------------------------------------------
Research and Development                    $1,298,169       76%       $736,627
--------------------------------------------------------------------------------
Percentage of Revenue                              15%                      20%
--------------------------------------------------------------------------------
Merger Costs                                        $0      N.A.       $243,264
--------------------------------------------------------------------------------
Percentage of Revenue                               0%                       3%
--------------------------------------------------------------------------------
Depreciation and Amortization               $1,492,622      141%       $618,921
--------------------------------------------------------------------------------
Percentage of Revenue                              18%                      16%
--------------------------------------------------------------------------------
Impairment of Long Lived Assets               $986,290      N.A.             $0
--------------------------------------------------------------------------------
Percentage of Revenue                              12%                       0%
--------------------------------------------------------------------------------
Interest Expense                              $250,148      560%        $37,858
--------------------------------------------------------------------------------
Percentage of Revenue                               3%                       0%
--------------------------------------------------------------------------------

SALES AND MARKETING EXPENSES

     We have made the strategic  decision to exert  significant  efforts to grow
both  domestic  sales  and  ultimately  international  sales  through  continued
development of our reseller network and additional  indirect channels.  However,
we also sell our products through our direct sales force, which we will continue
to develop.  Sales and marketing expenses in 2002 increased primarily due to the
acquisition  of Go Software as well as more  aggressive  and expanded  sales and
marketing  efforts.  These efforts reflect  management's  commitment to increase
sales of  transaction  processing  solutions.  As a  result,  sales  commissions
increased  approximately  $800,000 in line with our  increased  sales.  Expenses
related to the marketing efforts of GO Software  resulted in additional  charges
of  approximately  $150,000  while the  remaining  increase in expenses  related
primarily to  additional  payroll and payroll  related  expenses  related to our
hiring  initiatives  required for our planned growth.  We expect to continue our
aggressive  marketing efforts at a similar  percentage of revenues in 2003 as we
seek to claim additional market share.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and  administrative  expenses  consist  primarily  of salaries  and
occupancy  costs  for  administrative,  executive,  and  finance  personnel.  In
addition,  substantial  professional  fees  associated  with SEC  reporting  and
acquisition  integration  and  related  costs  of  approximately  $400,000  were
incurred during 2002. Additional  administration costs of approximately $970,000
were incurred due to ongoing operations of acquired  subsidiaries.  Rental costs
associated with the addition of the acquired  subsidiaries  added  approximately
$380,000 in costs  relative  to the prior  year.  Our  technical  support  costs
increased by  approximately  $700,000 or 126% due to the expanded  customer base
and GO Software's  commitment to customer care in accordance  with the Company's
strategic plan. Costs of facilities increased approximately $165,000;  strategic
consulting   fees  related  to  advisory  and  capital   development   increased
approximately  $309,000.  Professional fees increased  approximately $150,000 in
2002 primarily as a result of incremental accounting and legal services incurred
due to our  acquisitive  activities  and our first  full  year of SEC  reporting
requirements.  Depreciation and amortization  increased  $873,701 primarily as a
result of  additional  depreciation  due to our  increased  investment  in fixed
assets as well as the  amortization  of  intangible  costs  associated  with our
acquisitions.  As a result of not  implementing  SFAS 142 the  company  incurred
$902,750 in amortization expense during 2002.

INTEREST EXPENSE

     During 2002 interest expense increased $212,290 to $250,148.  This increase
is due primarily to the company  recording the accretion of interest on warrants
of $250,000 issued in connection the debt financing  discussed further below and
in Note 6 to the financial  statements.  In regard to this debt  financing,  the
other party received vested and exercisable  options to purchase an aggregate of
$5,000,000  in shares at $4 per share during the first year of the agreement and
$5 per share subsequent to that date. These options are antidilutive  because of
certain  default  provisions.  As a result,  during the year ended June 30, 2002
$1,000,000 was recorded as paid in capital as representative of the value of the
options sold. There are a number of repayment provisions and default remedies in
favor of the other party.  The Company  accounted for this transaction as a debt
financing with stock warrants (i.e. the "options").  Debt forgiveness provisions
would apply in future years if milestones are met. The Company recorded

                                       9
<PAGE>

additional  paid in capital  for  $1,000,000  and,  in  accordance  with APB 14,
recorded a debt  discount for the value of the warrants  (limited to proceeds of
$1,000,000 in accordance with EITF 00-27). In periods beyond September 17, 2001,
the debt discount will be ratably  charged to income over the three-year life of
the  agreement.  This  amounts to $250,000  for the year ended June 30, 2002 and
$83,333 per quarter  throughout  the balance of the  contract.  Once the risk of
default for each portion of the agreement has passed (i.e.  when the  milestones
are met on or before the  September  17th  deadlines),  that portion of the debt
will be forgiven and recorded as income in the statement of operations.

RESEARCH AND DEVELOPMENT

     Research and development  expenses  totaled  $1,298,169 in 2002 compared to
$736,267 in 2001.  Initiation of research and development  expenses and the rate
of spending for fiscal year 2001 was due to planned  expenditures  in accordance
with our long-term objectives which in part revolves around the belief that such
expenditures  are  essential to maintain our  competitive  position.  The amount
spent during 2002 was primarily to enhance our RiTA and PCCharge  product lines.
We expect these costs to continue to constitute a similar percentage of revenues
in 2003, as we focus on the  enhancement and evolution of our RiTA product line.
It is expected that 75% of research and development  resources  during 2003 will
be spent on RiTA enhancement and 25% for PCCharge enhancement.

MERGER-RELATED EXPENSES

     During  fiscal  year  2001,  the  Company   expensed   $243,264  of  direct
merger-related  costs in conjunction with the reverse merger of the Company with
NTTI. Costs primarily  consisted of legal and accounting and other  professional
fees, together with expenses paid in conjunction with the merger.  There were no
such expenses incurred in 2002.

ACQUISITIONS DURING FISCAL 2001

     On  February  9,  2001  and  February  15,  2001  we  acquired  100% of the
outstanding stock of Net400 and S.A.F.E., respectively. Net400 provided software
that facilitates e-mail and e-commerce communications and business transactions.
As consideration  for Net400, we issued 100,000 shares of common stock valued at
approximately  $204,000 and 200,000 shares were placed in escrow.  Subsequently,
42,806 shares were released from escrow.  157,194  remain in escrow,  subject to
release  based on sales for the period  February  1, 2002,  through  January 31,
2003. S.A.F.E.  provided a host-based,  magnetic stripe stored value card system
and marketed  credit card  processing and other  transaction  based products and
services to merchants.  As consideration for S.A.F.E.,  we issued 300,000 shares
of common  stock  valued  at  approximately  $612,000.  Both  acquisitions  were
recorded using the purchase method of accounting and, therefore,  the results of
operations  since  their   acquisition  dates  have  been  included  within  the
consolidated financial statements.

     On May 14, 2001 ("Closing Date"), we acquired 100% of the outstanding stock
of GO Software from Network Commerce, Inc. This acquisition was accounted for in
accordance  with the purchase  method of accounting  and,  therefore,  since the
acquisition  date, the results of GO's  operations have been included within the
consolidated  financial  statements.  The  consideration for the acquisition was
$1,000,000  in  cash  and  1,000,000  shares  of our  common  stock,  valued  at
approximately  $2,340,000.  The merger  agreement also  stipulated that if these
shares were not registered with the SEC in an appropriate filing and that filing
declared  effective  by the SEC by  August  31,  2001,  then the  Company  would
repurchase  166,667 of these shares at $3 per share. Since these shares were not
registered by August 31, 2001, we repurchased the requisite  number of shares by
September 17, 2001. The difference of $110,000  between the recorded balance and
the redemption value of these shares has been reflected in the  determination of
net loss attributable to common shareholders.  All of the shares were eventually
registered on February 4, 2002, and the  approximately  830,000 shares were sold
in subsequent open market transactions.  The merger agreement also contained put
and call provisions which would have expired 18 months subsequent to the Closing
Date. As such the common stock issued in conjunction  with this  acquisition was
originally  classified  outside of equity as redeemable  common  stock.  Network
Commerce sold these shares on the open market during the year, which resulted in
the  elimination  of  the  redeemable  shares   presentation  in  the  financial
statements.

                                       10
<PAGE>

IMPAIRMENT OF LONG-LIVED ASSETS

     It is the  Company's  policy to identify  and record  impairment  losses on
intangible  and other  assets when events or  circumstances  indicate  that such
assets may be impaired.  Management  has  evaluated  carrying  values of certain
assets acquired in connection with the  acquisitions of S.A.F.E.  Systems,  Inc.
and  Net400,  Inc.  Based on changes in the market and  economy,  as well as the
strategic decision to focus on GO Software and its payment  processing  software
business,  management  has  determined  that  additional  efforts and funding to
explore  the  broader  opportunities  these  companies  offer  will be put  into
abeyance.  These  companies  will  continue to operate in the niche  service and
software areas in which they have been successful in the past. However, based on
the current assessment of the situation involving both companies, management has
determined  that the  carrying  value of the  goodwill  and certain  other fixed
assets associated with the acquisitions of both companies has been impaired.  As
a result,  the Company has written off the value of certain fixed assets and all
of the remaining carrying balances of goodwill resulting in a non-cash charge of
$986,290.

     The Company has net operating loss carryforwards available to reduce future
taxable income,  if any, of  approximately  $6,901,000.  The benefits from these
carryforwards  expire through 2022. As of June 30, 2002,  management believes it
cannot be  determined  that it is more likely than not that these  carryforwards
and its other  deferred  tax assets will be  realized,  and  accordingly,  fully
reserved for these deferred tax assets. Differences between the effective income
tax rate and statutory income tax rates are not material.

LIQUIDITY AND CAPITAL RESOURCES

     In 2002,  cash used in operations  was primarily the result of our net loss
of  $4,563,753  offset by  non-cash  charges of $986,920  for asset  impairment,
$350,000 for write-down of a note receivable, $250,000 for interest accretion on
warrants,  $149,983  for  non-cash  compensation  expense,  and  $1,492,622  for
depreciation and amortization. Decreases in accounts receivable provided cash of
$719,770,  while decreases in deferred revenue used cash of $564,265.  Decreases
in accounts  receivable were caused primarily by improved collection efforts and
processes,  while decreases in deferred revenue are due to the timing and nature
of software and service contracts closed during the year.

     In 2001,  cash used in operations  was primarily the result of our net loss
of  $2,614,444  offset by non-cash  charges of $150,000 for  write-down  of note
receivable and $618,921 for depreciation and amortization. Increases in accounts
receivable  used cash of $182,464 while increases in deferred  revenue  provided
cash of $511,136.  Increases  in accounts  receivable  were caused  primarily by
increased  revenues during the year.  Increased deferred revenue was also caused
by our revenue growth as well as longer software  installation periods. In 2001,
cash used for operations primarily was in accordance with management's strategic
plan  for  increased   infrastructure  costs,   increased  sales  and  marketing
expenditures,  substantial  research and development costs, and costs associated
with the integration of newly merged subsidiaries.

     Cash  provided  by  financing  activities  in 2002  was the  result  of the
following items:

     On September  17, 2001,  we received an advance  payment from a customer in
the amount of $1,000,000  which has been accounted for as a debt  financing.  In
accordance with the agreement,  ROI is required to place certain of its software
source codes in escrow, with the other party named as beneficiary,  in the event
of the Company's  default on the agreement.  Other remedies for default  include
the other  party's  right to terminate  the  agreement,  to demand  repayment of
unpaid  portions  of the advance or to convert  the  outstanding  portion of the
advance to unregistered  shares of ROI stock at various exercise prices. We used
$454,118  from this  advance  to pay off the  balance  of the  $500,000  note to
Network  Commerce  that  arose on  August  31,  2001 in  accordance  with the GO
Software merger agreement, under the terms of which 166,667 shares of our common
stock that was issued in connection with that  acquisition  were returned to us.
$545,882  of the  advance was  retained  by our  Company as working  capital.  A
portion of the shares re-acquired were subsequently sold for $34,435.

     The Company sold 300,000  shares of common stock to four directors at $2.00
per share.

     The Company also retired the balance of a $200,000 note payable.

                                       11
<PAGE>

     Cash  provided by financing  activities in 2001 was primarily the result of
our $6,500,000  private  placement which resulted in net proceeds of $5,867,927.
We  utilized  these  proceeds,  in part to reduce our  long-term  debt and notes
payable by an aggregate of $895,692.

     Cash used in investing  activities  in 2002 of $101,307 was  primarily  for
property and equipment purchases.

     Cash used in investing  activities in 2001 was primarily the result of cash
paid for  acquisitions of $1,420,582,  increases in notes receivable of $500,000
and property and equipment purchases of $206,004.

     The  Company  leases  office   facilities  and  certain   equipment   under
noncancellable  operating  leases having original terms ranging from one to five
years.  Additionally,  the Company leases certain equipment under capital leases
having original terms of three years.

     In conjunction with the reverse merger, the company entered into consulting
agreements with two separate parties. The parties terminated these agreements on
April 30, 2002 and entered into new  agreements on May 1, 2002.  Under the terms
of the consulting agreements,  both parties will receive $5,000 per month for 34
months to assist with future  identification  of merger  candidates,  sources of
capital and assistance with general business matters.

      Approximate future minimum payments,  by year and in the aggregate,  under
noncancellable  commitments  with  remaining  terms of more than one year are as
follows:

                -----------------------------------
                      YEAR            AMOUNT
                -----------------------------------
                      2003               $ 694,808
                -----------------------------------
                      2004                 694,181
                -----------------------------------
                      2005                 693,148
                -----------------------------------
                      2006                 356,738
                -----------------------------------
                      2007                  44,178
                -----------------------------------

                -----------------------------------
                     Total              $2,483,053
                -----------------------------------

     As described  above,  the company entered into an agreement with a customer
whereby the company received $1,000,000.  In accordance with the agreement,  the
advance is to be repaid in referrals  and software  sales in stepped  increments
over a three-year  period from the effective date of the agreement.  The company
is required to place  certain of its software  source codes in escrow,  with the
other party named as beneficiary,  in the event of the Company's  default on the
agreement.  Other  remedies  for  default  include  the other  party's  right to
terminate the  agreement,  to demand,  among other  things,  repayment of unpaid
portions of the advance,  or to meet the payment  milestone  which was the basis
for  default,   or  to  convert  the  outstanding  portion  of  the  advance  to
unregistered  shares of ROI stock at various exercise  prices.  At September 17,
2002 the company had not met the required amount of sales and referrals and as a
result remedied the default by paying the other party approximately $98,000. See
Note 6 of the Financial Statements for further detail.

     The  acquisition of GO Software  caused  duplication and excess capacity in
certain  areas.  As a result,  we realigned  personnel  and  implemented  a cost
reduction  plan during 2002.  Reductions  related to areas not  essential to the
production  of revenue or customer  support  and areas that are not  expected to
contribute to profitability during 2003.

     We have taken  assertive  action to improve cash flow from  operations  for
this  fiscal  year.  We have  taken  advantage  of the  synergy  created  by the
acquisitions  of the prior  year and  combined  administrative  functions  which
should  result in our  administrative  costs  becoming  a lesser  percentage  of
revenue.  We have  restructured our businesses to reduce overhead costs and take
advantage of our core competencies.  We have focused our marketing  expenditures
on the  branding  of our  products  in an  effort to make our  advertising  more
effective and cost efficient. We have streamlined our processes and consolidated
corporate and subsidiary departments for accounting, human resources, marketing,
sales,  and development.  We have rededicated  ourselves to focusing on our core
business  of  providing  payment  processing   solutions  and  have  reduced  or
eliminated certain non-core operations. We have no

                                       12
<PAGE>

long-term debt at this time and we have built our  infrastructure  in accordance
with our growth plans and should not require material additional funds for these
purposes.

     In  order  to  meet  our  strategic  objectives,  we  may  require  certain
reductions of planned  expenditures for tactical operating  commitments.  We are
currently exploring financing opportunities with respect to certain assets (i.e.
accounts  receivable  and property).  In addition we have  increased  collection
efforts to  ameliorate a slower than desired days in accounts  receivable  which
approximated 113 during 2001 and 58 in 2002. Certain board members have formally
committed  to infuse the company  with up to $500,000 on an as needed  basis for
working capital purposes through September 2003. We are also considering raising
additional capital through  investment banking resources.  To the extent that we
obtain  additional  financing,  the terms of such financing may involve  rights,
preferences  or  privileges  senior to our  common  stock and  stockholders  may
experience  dilution.  We cannot  provide any  assurances  that any of the above
attempts to raise outside  capital will be successful.  At this time, we have no
other  available  credit  lines or other  loan  facilities  in place,  though we
believe that current cash  reserves and cash flow from  operations in the normal
course of business in  conjunction  with the commitment by board members will be
adequate in 2003. At a minimum,  this will require the sustainability of current
revenue levels, which we believe is likely, though no absolute assurances can be
given. If we cannot maintain current revenue levels,  immediate action to reduce
costs will be required unless additional capital sources can be identified.

CRITICAL ACCOUNTING POLICIES

     The company  believes the following  critical  accounting  policies,  among
others,  affect  its  more  significant  judgments  and  estimates  used  in the
preparation of its consolidated financial statements.

Revenue Recognition

     Revenue from  software  sales is recognized  when all shipment  obligations
have been met, fees are fixed and determinable, collection of the sales proceeds
is deemed probable and persuasive evidence that an agreement exists. During 2002
and 2001,  a majority of revenues  were  derived  from the  shipment of software
(license  fees).  License fees are  recognized  as revenue  once the  underlying
software  is  accepted  by the  customer.  This is the time at which the Company
believes that revenue recognition as described above, has occurred.  Maintenance
and support  revenue is deferred and  recognized  ratably  over the  contractual
maintenance  period,   generally  one  year.  Revenue  from  other  services  is
recognized as the services are provided.

Goodwill and Other Intangible Assets

     Intangible  assets consist  primarily of acquired  technology,  proprietary
concepts,  customer  lists,  contracts  and  goodwill  related  to  acquisitions
accounted for under the purchase  method of accounting.  The Company  identifies
and records  impairment  losses on  intangible  and other assets when events and
circumstances indicate that such assets might be impaired. The Company considers
factors such as significant  changes in the  regulatory or business  climate and
projected future cash flows from the respective asset.

Software Development Costs

     Costs  incurred,  such as  planning,  designing,  coding and  testing,  for
computer  software to be sold,  leased or  otherwise  marketed  are  expensed as
incurred  prior to  establishing  the  technological  feasibility  of a product.
Technological  feasibility is generally  achieved when the detail program design
or a working model has been completed.  For the period between the establishment
of  technological  feasibility  and the time a product is available  for general
release,  such costs are  capitalized.  No such costs  were  capitalized  during
either year.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 2001,  the Financial  Accounting  Standards  Board  finalized  FASB
Statements No. 141, Business  Combinations (SFAS 141), and No. 142, Goodwill and
Other  Intangible  Assets (SFAS 142).  SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business  combinations  initiated  after June 30, 2001.  SFAS 141
also requires that the Company recognize  acquired  intangible assets apart from
goodwill if the  acquired  intangible  assets meet  certain  criteria.  SFAS 141
applies to all

                                       13
<PAGE>

business  combinations  initiated after June 30, 2001 and for purchase  business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS 142,  that the Company  reclassify  the carrying  amounts of  intangible
assets and goodwill based on the criteria in SFAS 141.

     SFAS 142 requires,  among other things,  that companies no longer  amortize
goodwill,  but instead  test  goodwill  for  impairment  at least  annually.  In
addition,  SFAS 142 requires that the Company  identify  reporting units for the
purposes of assessing  potential  future  impairments of goodwill,  reassess the
useful  lives  of  other  existing  recognized   intangible  assets,  and  cease
amortization of intangible  assets with an indefinite useful life. An intangible
asset  with an  indefinite  useful  life  should be  tested  for  impairment  in
accordance  with the guidance in SFAS 142. SFAS 142 is required to be applied in
fiscal  years  beginning  after  December  15,  2001 to all  goodwill  and other
intangible assets recognized at that date,  regardless of when those assets were
initially  recognized.  SFAS 142 requires the Company to complete a transitional
goodwill  impairment  test six months from the date of adoption.  The Company is
also required to reassess the useful lives of other intangible assets within the
first interim quarter after adoption of SFAS 142.

     The Company's  previous business  combinations were accounted for using the
purchase  method.  As of June 30, 2002, the net carrying  amount of goodwill and
other intangible  assets is $2,276,392.  Amortization  expense during the period
ended June 30, 2002 was $902,750.

     In September  2000,  the FASB issued  Statement  No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and  Extinguishment of Liabilities."
FASB No. 140 revises the standards for accounting for  securitizations and other
transfers of financial assets and collateral, and is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31,  2001.  FASB No. 140 did not have a material  effect on the  financial
statements during fiscal year 2002.

     In June  2001,  the  Financial  Accounting  Standards  Board  approved  the
issuance of SFAS No. 143,  "Accounting for Asset Retirement  Obligations."  SFAS
143  establishes  accounting  standards for the  recognition  and measurement of
legal obligations  associated with the retirement of tangible  long-lived assets
and requires  recognition of a liability for an asset  retirement  obligation in
the  period  in which it is  incurred.  The  provisions  of this  statement  are
effective for financial  statements issued for fiscal years beginning after June
15, 2002. The company does  anticipate  that the adoption of this statement will
have a material impact on the financial statements.

     In October 2001, the Financial  Accounting  Standards Board issued SFAS No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144
addresses  financial  accounting  for the  impairment  or disposal of long-lived
assets. The provisions of this statement are effective for financial  statements
issued for fiscal years  beginning  after  December  15, 2001.  The company does
anticipate  that the adoption of this statement  will have a material  impact on
the financial statements.

     In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No.
145,  "Rescission of SFAS No. 4, 44, 64, Amendment of SFAS No. 13, and Technical
Corrections."  SFAS 4,  which was  amended  by SFAS 64,  required  all gains and
losses  from the  extinguishment  of debt to be  aggregated  and,  if  material,
classified as an  extraordinary  item,  net of related  income tax effect.  As a
result,  the criteria in Opinion 30 will now be used to classify those gains and
losses.  SFAS 13 was amended to eliminate an inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.  The  adoption of SFAS 145 will not have a current
impact on the Company's consolidated financial statements.

     In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal  Activities."  Generally,
SFAS 146 provides that defined exit costs (including  restructuring and employee
termination  costs) are to be  recorded on an  incurred  basis  rather than on a
commitment  basis as is presently  required.  SFAS 146 is effective  for exit or
disposal  activities  initiated  after December 31, 2002. The Company  currently
anticipates  that adoption of this statement will not have a material  impact on
its financial statements.

                                       14
<PAGE>

FORWARD-LOOKING STATEMENTS

     As described by the following  factors,  past financial  performance should
not  be  considered  to be a  reliable  indicator  of  future  performance,  and
investors  should not use historical  trends to anticipate  results or trends in
future periods.

     This  filing  contains  forward-looking  statements  within the safe harbor
provisions of the Private  Securities  Litigation  Reform Act. These  statements
include or are related to our financial  condition,  results of  operations  and
future results,  including certain projections and business trends.  Assumptions
relating to forward-looking  statements involve judgments with respect to, among
other things,  future  economic,  competitive  and market  conditions and future
business  decisions,  all of  which  are  difficult  or  impossible  to  predict
accurately  and many of which are beyond our control.  When used in this filing,
the words "estimate,"  "project," "intend,"  "believe," "expect,"  "anticipate",
"plan", "seek," and similar expressions are intended to identify forward-looking
statements.  Although we believe that assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate, and we
may not realize  the  results  contemplated  by the  forward-looking  statement.
Management  decisions  are  subjective  in  many  respects  and  susceptible  to
interpretations  and periodic  revisions based on actual experience and business
developments, the impact of which may cause us to alter our business strategy or
capital  expenditure  plans that may, in turn, affect our results of operations.
In  light  of the  significant  uncertainties  inherent  in the  forward-looking
information included in this filing, you should not regard the inclusion of such
information as our representation  that we will achieve any strategy,  objective
or other plans. The  forward-looking  statements  contained in this filing speak
only as of the date of this filing as stated on the front cover,  and we have no
obligation to update publicly or revise any of these forward-looking statements.

     These and other  statements that are not historical facts are based largely
on management's current expectations and assumptions and are subject to a number
of risks and uncertainties  that could cause actual results to differ materially
from those contemplated by such forward-looking statements.

                                       15
<PAGE>

ITEM 7.   FINANCIAL STATEMENTS

                                                                       RETURN ON
                                                          INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
================================================================================

                        CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2002 AND 2001

                                       F1
<PAGE>

                                                                       RETURN ON
                                                          INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                                                        CONTENTS
================================================================================

     REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                 F2


     CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated balance sheets                                    F3

         Consolidated statements of loss                                F4

         Consolidated statements of shareholders' equity                F5

         Consolidated statements of cash flows                          F6

         Notes to consolidated financial statements                 F7-F24

                                       F2
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Shareholders
of Return On Investment Corporation and Subsidiaries d/b/a ROI Corporation

We have  audited  the  accompanying  consolidated  balance  sheets  of Return On
Investment  Corporation  and  subsidiaries  d/b/a ROI Corporation as of June 30,
2002 and 2001, and the related  consolidated  statements of loss,  shareholders'
equity and cash flows for the years then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of ROI Corporation and
subsidiaries  as of June 30, 2002 and 2001 and the  results of their  operations
and their  cash flows for the years then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.


                                                     /s/ BDO Seidman, LLP

Atlanta, Georgia
September 6, 2002

                                       F3
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                                     CONSOLIDATED BALANCE SHEETS
================================================================================


June 30,                                                     2002           2001
================================================================================

ASSETS

CURRENT
   Cash and cash equivalents                         $    815,155   $  1,244,031
   Accounts receivable, less allowance for doubtful
     accounts of $134,674 and $157,900, respectively      793,659      1,513,429
   Note receivable, less allowance of
     $500,000 and $150,000, respectively (Note 4)              --        350,000
   Prepaid expenses and other current assets              127,036        182,711
--------------------------------------------------------------------------------

Total current assets                                    1,735,850      3,290,171

PROPERTY AND EQUIPMENT, NET (Note 3)                      692,639      1,589,354

GOODWILL AND OTHER INTANGIBLES, NET (Notes 2 and 5)     2,276,392      3,755,382

OTHER                                                      70,000        190,000
--------------------------------------------------------------------------------

                                                     $  4,774,881   $  8,824,907
================================================================================

                                       F4
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                                     CONSOLIDATED BALANCE SHEETS
================================================================================

<TABLE>
<CAPTION>
June 30,                                                             2002            2001
=========================================================================================

LIABILITIES, REDEEMABLE COMMON STOCK AND
   SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
<S>                                                          <C>             <C>
   Accounts payable                                          $    392,857    $    249,527
   Accrued expenses (Note 8)                                      326,257         596,439
   Note payable- shareholder                                           --         118,100
   Current portion of capital leases (Note 7)                      15,874          14,560
   Deferred revenue                                               914,226       1,478,491
   Note payable                                                        --         200,000
   Other financing, net of unamortized discount (Note 6)          250,000              --
-----------------------------------------------------------------------------------------

Total current liabilities                                       1,899,214       2,657,117

Capital leases, less current portion (Note 7)                          --          12,878
-----------------------------------------------------------------------------------------

Total liabilities                                               1,899,214       2,669,995
-----------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Notes 2, 9, 12, 13, and 14)

REDEEMABLE COMMON STOCK - -1,000,000 SHARES IN 2001
   ($3 PER SHARE REDEMPTION VALUE) (Note 2)                            --       2,340,000

SHAREHOLDERS' EQUITY
   Common stock, .01 par value (100,000,000 shares
     authorized, 11,093,780 and 9,747,974 outstanding)            109,285          97,480
   Additional paid-in capital                                  10,706,926       6,984,223
   Accumulated deficit                                         (7,940,544)     (3,266,791)
-----------------------------------------------------------------------------------------

Total shareholders' equity                                      2,875,667       6,154,912
-----------------------------------------------------------------------------------------

                                                             $  4,774,881    $  8,824,907
=========================================================================================
                             See accompanying notes to consolidated financial statements.
</TABLE>

                                       F5
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                                 CONSOLIDATED STATEMENTS OF LOSS
================================================================================

Years ended June 30,                                       2002            2001
================================================================================

REVENUE (Note 1)
   License fees                                    $  5,900,456    $  2,355,330
   Support and update services                        1,243,621         771,575
   Consulting fees                                    1,267,909         607,621
   Other                                                  9,310          40,138
--------------------------------------------------------------------------------

Total revenue                                         8,421,296       3,774,664
--------------------------------------------------------------------------------

OPERATING EXPENSES
   Research and development                           1,298,169         736,627
   General and administrative (including non-
     Cash compensation expense of $149,983 in 2002)   8,628,106       4,663,625
   Sales and marketing                                1,830,936         889,442
   Impairment of long-lived assets (Note 5)             986,290              --
   Merger costs (Note 1)                                     --         243,264
--------------------------------------------------------------------------------

Total operating expenses                             12,743,501       6,532,958
--------------------------------------------------------------------------------

Operating loss                                       (4,322,205)     (2,758,294)

Interest income                                           8,600         181,708
Interest expense                                       (250,148)        (37,858)
--------------------------------------------------------------------------------

NET LOSS                                             (4,563,753)     (2,614,444)

REDEMPTION OF REDEEMABLE COMMON STOCK (Note 2)         (110,000)             --
--------------------------------------------------------------------------------

NET LOSS APPLICABLE TO SHAREHOLDERS                $ (4,673,753)   $ (2,614,444)
================================================================================

BASIC AND DILUTED LOSS PER SHARE                   $      (0.44)   $      (0.28)
================================================================================

BASIC AND DILUTED WEIGHTED AVERAGE
 SHARES OUTSTANDING                                  10,649,406       9,414,476
================================================================================
                    See accompanying notes to consolidated financial statements.

                                       F6
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                              CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK
                                                        AND SHAREHOLDERS' EQUITY
                                              YEARS ENDED JUNE 30, 2002 AND 2001
================================================================================

<TABLE>
<CAPTION>
                                                                  Redeemable
                                    Common Stock                 Common Stock           Additional
                              -------------------------    -------------------------      Paid-In      Accumulated
                                 Shares        Amount        Shares         Amount        Capital        Deficit        Total
================================================================================================================================

<S>                           <C>           <C>            <C>           <C>            <C>           <C>            <C>
BALANCE, June 30, 2000          6,118,918   $    61,189            --    $        --    $    28,361   $  (652,347)   $  (562,797)

   Common stock issued in
   connection with reverse
   acquisition                    527,056         5,271            --             --             --            --          5,271

   Common stock issued in
   private placement, net
   ofrelated expenses           2,600,000        26,000            --             --      5,841,927            --      5,867,927

   Redeemable common
   stock issued in
   acquisition of business             --            --     1,000,000      2,340,000             --            --      2,340,000

   Common stock issued
   on conversion of debt           96,000           960            --             --        301,815            --        302,775

   Common stock issued in
   acquisition of
   businesses                     400,000         4,000            --             --        812,000            --        816,000

   Stock options exercised          6,000            60            --             --            120            --            180

   Net loss                            --            --            --             --             --    (2,614,444)    (2,614,444)
--------------------------------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2001          9,747,974        97,480     1,000,000      2,340,000      6,984,223    (3,266,791)     6,154,912

   Redemption of
   redeemable common
   stock (Note 2)                 166,667            --      (166,667)      (390,000)            --      (110,000)      (500,000)

   Issuance of common stock
   for compensation                42,806           428            --             --        149,555            --        149,983

   Recharacterization of
   redeemable common
   stock (Note 2)                 833,333         8,333      (833,333)    (1,950,000)     1,941,667            --             --

   Issuance of warrants in             --            --            --             --      1,000,000            --      1,000,000
   connection with debt
   financing (Note 6)

   Common stock sold to
   board members                  300,000         3,000            --             --        597,000            --        600,000

   Reissuance of common
   stock redeemed                      --            14            --             --         34,421            --         34,435

   Stock options exercised          3,000            30            --             --             60            --             90

   Net loss                            --            --            --             --             --    (4,563,753)    (4,563,753)
--------------------------------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2002         11,093,780   $   109,285            --    $        --    $10,706,926   $(7,940,544)   $ 2,875,667
================================================================================================================================
                                                                    See accompanying notes to consolidated financial statements.
</TABLE>

                                       F7
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================

<TABLE>
<CAPTION>
Years ended June 30,                                             2002            2001
=====================================================================================

OPERATING ACTIVITIES
<S>                                                      <C>             <C>
   Net loss                                              $ (4,563,753)   $ (2,614,444)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization                        1,492,622         618,921
       Interest accretion on warrants (Note 6)                250,000              --
       Impairment of long-lived assets                        986,290              --
       Provision for doubtful receivable                      350,000         150,000
       Non-cash compensation                                  149,983              --
       Changes in working capital items, net of effect
        of businesses acquired:
         Accounts receivable, net of allowances               719,770        (182,464)
         Prepaid expenses and other current assets             55,675         (50,850)
         Accounts payable                                     143,330         (63,482)
         Accrued expenses                                    (270,182)        (49,183)
         Deferred revenues                                   (564,265)        511,136
-------------------------------------------------------------------------------------

Cash used in operating activities                          (1,250,530)     (1,680,366)
-------------------------------------------------------------------------------------

INVESTING ACTIVITIES
   Cash paid for acquisition of businesses,
     net of cash acquired                                          --      (1,420,582)
   Increase in notes receivable                                    --        (500,000)
   Purchase of property and equipment                        (101,307)       (206,004)
-------------------------------------------------------------------------------------

Cash used in investing activities                            (101,307)     (2,126,586)
-------------------------------------------------------------------------------------

FINANCING ACTIVITIES
   Proceeds from debt financing agreement                   1,000,000              --
   Redemption of redeemable common stock                     (500,000)             --
   Proceeds from the exercise of stock options                     90             180
   Proceeds from the issuance of common stock                 634,435       5,867,927
   Repayments of long term debt                               (11,564)       (695,692)
   Repayments under note payable                             (200,000)       (200,000)
   Other liabilities                                               --          50,000
-------------------------------------------------------------------------------------

Cash provided by financing activities                         922,961       5,022,415
-------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (428,876)      1,215,463

CASH AND CASH EQUIVALENTS, beginning of year                1,244,031          28,568
-------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of year                   $    815,155    $  1,244,031
=====================================================================================
                         See accompanying notes to consolidated financial statements.
</TABLE>

                                       F8
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS

     Return On Investment  Corporation  d/b/a ROI  Corporation  (the  "Company")
     markets  (i) Payment  processing  software  for a wide  variety of computer
     systems to facilitate the processing of credit,  debit, stored value, gift,
     loyalty,  and  check  transactions,   (ii)  data  processing  and  software
     consulting  services,  and (iii)  software for IBM midrange  computers that
     facilitates  e-mail  and  e-commerce  communications,   system  and  device
     connectivity,    and    business-to-business    and    business-to-consumer
     transactions.

     On August 10,  2000,  the Company  completed  a reverse  merger that merged
     Results   Oriented   Integration    Corporation   ("ROI")   into   Net/Tech
     International,  Inc.  ("NTTI"),  a public  company that had no  significant
     operations  and  changed  the name of the  combined  company  to  Return On
     Investment   Corporation.   As  a  result  of  the  reverse  merger,  ROI's
     shareholders have a controlling  interest in the Company and ROI management
     replaced NTTI's management. As such, the transaction was accounted for as a
     reverse  merger.  The historical  financial  statements of ROI replaced the
     financial  statements  of NTTI and ROI's year end of June 30 was adopted by
     the  Company.  In  accordance  with the  agreement,  NTTI  issued  (after a
     1-for-20  reverse split) a total of 6,118,918 shares of NTTI's Common Stock
     in  exchange  for all of the  issued and  outstanding  shares of ROI common
     stock. All share and per share data have been restated to reflect the stock
     issuance as a recapitalization  of ROI. Merger expenses in conjunction with
     the reverse merger amounted to $243,264.

     In  conjunction  with the reverse  merger,  a total of 3,765,930  shares of
     common  stock  were  placed in escrow in the names of two  officers  of the
     Company and one  director.  Those  shares  represent  the balance of shares
     issued by NTTI for these individuals' prior proportionate  interest in ROI.
     The shares,  since  issued,  have been fully  voting and subject to all the
     rights and  privileges  afforded to all  shareholders.  These shares may be
     released  from  escrow  from time to time over a six-year  period  based on
     predetermined  financial  thresholds.  There  is  no  requirement  for  the
     officers  to remain  employees  of the  Company in order to  receive  their
     escrowed shares.

     BASIS OF PRESENTATION

     The accompanying  consolidated financial statements include the accounts of
     ROI and its  wholly  owned  subsidiaries.  All  intercompany  accounts  and
     transactions have been eliminated.

                                       F9
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost, net of accumulated  depreciation
     and amortization. Depreciation is calculated using the straight-line method
     over the estimated useful lives of the assets, generally ranging from three
     to  seven  years.   Leasehold   improvements   are   amortized   using  the
     straight-line  method  over the lesser of the lease term and the  estimated
     useful lives of the related assets.

     REVENUE RECOGNITION

     Revenue from  software  sales is recognized  when all shipment  obligations
     have been met,  fees are fixed and  determinable,  collection  of the sales
     proceeds is deemed  probable  and  persuasive  evidence  that an  agreement
     exists.

     During 2002 and 2001, a majority of revenues were derived from the shipment
     of software (license fees). License fees are recognized as revenue once the
     underlying software is accepted by the customer.  This is the time at which
     the Company  believes  that revenue  recognition  as described  above,  has
     occurred.

     Maintenance and support revenue is deferred and recognized ratably over the
     contractual maintenance period, generally one year.

     Revenue from other services is recognized as the services are provided.

     CASH AND CASH EQUIVALENTS

     The  company  considers  all  highly  liquid  short-term  investments  with
     maturities of three months or less when purchased to be cash equivalents.

     SOFTWARE DEVELOPMENT COSTS

     Costs  incurred,  such as  planning,  designing,  coding and  testing,  for
     computer software to be sold, leased or otherwise  marketed are expensed as
     incurred prior to establishing the technological  feasibility of a product.
     Technological  feasibility  is generally  achieved when the detail  program
     design or a working model has been  completed.  For the period  between the
     establishment  of  technological  feasibility  and the  time a  product  is
     available for general release,  such costs are  capitalized.  No such costs
     were capitalized during either year.

                                      F10
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     ADVERTISING COSTS

     Advertising  is expensed  during the period in which it is incurred.  Total
     advertising  expenses for the fiscal  years ended June 30,  2002,  and 2001
     were $196,259 and $280,404, respectively.

     INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes,
     which requires an asset and liability  approach.  This approach  results in
     the   recognition   of  deferred  tax  assets  (future  tax  benefits)  and
     liabilities  for  the  expected   future  tax   consequences  of  temporary
     differences  between the book carrying  amounts and the tax basis of assets
     and  liabilities.  The deferred tax assets and  liabilities  represent  the
     future tax return  consequences of those differences,  which will either be
     deductible  or taxable  when the assets and  liabilities  are  recovered or
     settled.  Future tax  benefits  are subject to a valuation  allowance  when
     management believes it is more likely than not that the deferred tax assets
     will not be realized.

     NET LOSS PER SHARE

     Net loss  available  to  common  shareholders  per  share is  presented  in
     accordance  with SFAS No. 128,  "Earnings Per Share." Basic and diluted net
     loss  available to common  shareholders  per share is based on the weighted
     average number of shares of common stock outstanding  during the period. In
     periods in which they have a dilutive  effect,  common shares  contingently
     issuable and those  issuable  upon  exercise of stock  options and warrants
     will be included in the diluted earnings per share calculation.

     As a result of the net losses incurred in the years ended June 30, 2002 and
     2001, the following common shares were  antidilutive and accordingly,  were
     excluded from the computation of loss per share:

                                          2002                2001
     =============================================================

     Stock options                     253,767             325,567
     Warrants                        2,106,664             856,664
     -------------------------------------------------------------

                                     2,360,431           1,182,231
     =============================================================

                                      F11
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires 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.

     GOODWILL AND OTHER INTANGIBLE ASSETS

     Intangible  assets consist  primarily of acquired  technology,  proprietary
     concepts,  customer lists,  contracts and goodwill  related to acquisitions
     accounted  for  under  the  purchase  method  of  accounting.  The  Company
     identifies  and records  impairment  losses on intangible  and other assets
     when events and circumstances  indicate that such assets might be impaired.
     The Company considers factors such as significant changes in the regulatory
     or business  climate and  projected  future cash flows from the  respective
     asset. In accordance with this policy,  certain assets were written down as
     described in Note 5.

     Amortization  of  purchased  intangibles  is provided on the  straight-line
     basis as follows:

     Acquired technology                   5 years
     Contracts                             2 years

     STOCK-BASED COMPENSATION PLANS

     The  Company  accounts  for its  stock-based  compensation  plans under the
     provisions  of  Accounting   Principles   Board  Opinion  ("APB")  No.  25,
     "Accounting for Stock Issued to Employees." In Note 9, the Company presents
     the disclosure  requirements of Statement of Financial Accounting Standards
     ("SFAS") No. 123,  "Accounting for Stock-based  Compensation." SFAS No. 123
     requires  that  companies  which  elect  not  to  account  for  stock-based
     compensation as prescribed by that statement  shall  disclose,  among other
     things,  the pro forma  effects on net loss and basic net loss per share as
     if SFAS No. 123 had been adopted.

     IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 2001,  the Financial  Accounting  Standards  Board  finalized  FASB
     Statements No. 141, Business Combinations (SFAS 141), and

                                      F12
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                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires
     the use of the purchase  method of accounting  and prohibits the use of the
     pooling-of-interests   method  of  accounting  for  business   combinations
     initiated  after June 30,  2001.  SFAS 141 also  requires  that the Company
     recognize  acquired  intangible  assets apart from goodwill if the acquired
     intangible assets meet certain  criteria.  SFAS 141 applies to all business
     combinations  initiated  after  June  30,  2001 and for  purchase  business
     combinations  completed on or after July 1, 2001.  It also  requires,  upon
     adoption of SFAS 142, that the Company  reclassify the carrying  amounts of
     intangible assets and goodwill based on the criteria in SFAS 141.

     SFAS 142 requires,  among other things,  that companies no longer  amortize
     goodwill,  but instead test goodwill for impairment at least  annually.  In
     addition,  SFAS 142 requires that the Company identify  reporting units for
     the  purposes  of  assessing  potential  future  impairments  of  goodwill,
     reassess the useful lives of other existing  recognized  intangible assets,
     and cease amortization of intangible assets with an indefinite useful life.
     An  intangible  asset with an  indefinite  useful life should be tested for
     impairment  in  accordance  with  the  guidance  in SFAS  142.  SFAS 142 is
     required to be applied in fiscal years beginning after December 15, 2001 to
     all  goodwill  and  other  intangible   assets  recognized  at  that  date,
     regardless  of when  those  assets  were  initially  recognized.  SFAS  142
     requires the Company to complete a transitional  goodwill  impairment  test
     six months  from the date of  adoption.  The  Company is also  required  to
     reassess  the  useful  lives of other  intangible  assets  within the first
     interim quarter after adoption of SFAS 142.

     The Company's  previous business  combinations were accounted for using the
     purchase  method.  As of June 30, 2002, the net carrying amount of goodwill
     and other intangible assets is $2,276,392.  Amortization expense during the
     years ended June 30, 2002 and 2001 was approximately $914,000 and $204,000,
     respectively.

     In June  2001,  the  Financial  Accounting  Standards  Board  approved  the
     issuance of SFAS No. 143,  "Accounting for Asset  Retirement  Obligations."
     SFAS  143  establishes   accounting   standards  for  the  recognition  and
     measurement of legal obligations associated with the retirement of tangible
     long-lived  assets and  requires  recognition  of a liability  for an asset
     retirement obligation in the period in which it is incurred. The provisions
     of this statement are effective for financial  statements issued for fiscal
     years  beginning  after June 15, 2002. The company does anticipate that the
     adoption of this  statement  will have a material  impact on the  financial
     statements.

                                      F13
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                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     In October 2001, the Financial  Accounting  Standards Board issued SFAS No.
     144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
     144  addresses  financial  accounting  for the  impairment  or  disposal of
     long-lived  assets.  The  provisions  of this  statement  are effective for
     financial  statements  issued for fiscal years beginning after December 15,
     2001. The company does  anticipate that the adoption of this statement will
     have a material impact on the financial statements.

     In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No.
     145,  "Rescission  of SFAS No. 4, 44,  64,  Amendment  of SFAS No.  13, and
     Technical  Corrections." SFAS 4, which was amended by SFAS 64, required all
     gains and losses from the  extinguishment  of debt to be aggregated and, if
     material,  classified as an  extraordinary  item, net of related income tax
     effect.  As a  result,  the  criteria  in  Opinion  30 will  now be used to
     classify  those  gains and  losses.  SFAS 13 was  amended to  eliminate  an
     inconsistency   between  the   required   accounting   for   sale-leaseback
     transactions  and the required  accounting for certain lease  modifications
     that have economic effects that are similar to sale-leaseback transactions.
     The  adoption of SFAS 145 will not have a current  impact on the  Company's
     consolidated financial statements.

     In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
     "Accounting  for  Costs  Associated  with  Exit  or  Disposal  Activities."
     Generally,   SFAS  146  provides   that   defined  exit  costs   (including
     restructuring  and  employee  termination  costs) are to be  recorded on an
     incurred basis rather than on a commitment basis as is presently  required.
     SFAS 146 is  effective  for exit or  disposal  activities  initiated  after
     December 31, 2002. The Company currently  anticipates that adoption of this
     statement will not have a material impact on its financial statements.

     FAIR VALUES OF FINANCIAL INSTRUMENTS

     The Company has a number of financial  instruments,  including cash,  trade
     receivables,  trade payables, and long term debt none of which are held for
     trading  purposes.  The  Company  estimates  that  the  fair  value  of the
     financial  instruments  does  not  differ  materially  from  the  aggregate
     carrying  values  recorded in the balance  sheet.  The estimated fair value
     amounts  have  been  determined  by  the  Company  using  available  market
     information and appropriate valuation methodologies.  Considerable judgment
     is required in interpreting  market data to develop these estimates of fair
     value and, accordingly, the estimates are not necessarily indicative of the
     amounts that the Company could realize in a current market exchange.

                                      F14
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                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     RISKS AND UNCERTAINTIES

     The Company is subject to risks and  uncertainties  in the normal course of
     business including customer acceptance of its products, rapid technological
     changes,  delays in  introducing  and market  acceptance  of new  products,
     competition,   e-business  developments,  ability  to  attract  and  retain
     qualified  personnel,  ability to protect its  intellectual  property,  and
     other matters inherent in the software industry.

     RECLASSIFICATION

     Certain  prior year  amounts have been  reclassified  to conform to current
     year presentation


2.   BUSINESS COMBINATIONS

     On February 9, 2001 and February 15, 2001 the company  acquired 100% of the
     outstanding stock of Net400,  Inc.  ("Net400") and S.A.F.E.  Systems,  Inc.
     ("S.A.F.E."),  respectively.  Net400  provides  software  that  facilitates
     e-mail  and  e-commerce   communications  and  business  transactions.   As
     consideration,  the Company issued 100,000 shares of common stock valued at
     approximately  $204,000.  S.A.F.E.  provides a host-based,  magnetic stripe
     stored  value card system and  markets  credit  card  processing  and other
     transaction based products and services to merchants. As consideration, the
     Company  issued  300,000  shares of common  stock  valued at  approximately
     $612,000.  Both  acquisitions  were recorded  using the purchase  method of
     accounting  and,   therefore,   the  results  of  operations   since  their
     acquisition  dates have been  included  within the  consolidated  financial
     statements.

     In  conjunction  with the above  acquisitions,  a total of  300,000  shares
     originally were  contingently  issuable based on the achievement of certain
     earn out provisions in future periods. In accordance with these provisions,
     a total of 42,806  shares  were  earned by a former  shareholder  of Net400
     during 2002. In accordance  with APB 16, these shares were determined to be
     compensation  for services and as such,  the fair value of the common stock
     received  was  expensed.  At June 30,  2002,  the  former  shareholders  of
     S.A.F.E.  Systems had not achieved any of their earn out provisions and, as
     such, all 100,000 escrowed shares were forfeited and will be repurchased by
     the Company at the par value of $0.01 per share.

     On May  14,  2001  ("closing  date"),  the  company  acquired  100%  of the
     outstanding stock of GO Software;  Inc. ("GO") from Network Commerce,  Inc.
     GO is recognized as a leader in Windows based

                                      F15
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                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     payment  processing  solutions  with over  35,000  activations  of PCCharge
     products as of the closing date. In addition,  GO's new Java engine,  RiTA,
     is designed to work on virtually  any  platform  including  Windows,  Unix,
     Linux,  OS400, and Sun Solaris.  RiTA complements  ROI's new product design
     and is  expected  to be the  foundation  for  the  next  generation  of ROI
     products.  This  acquisition  was  accounted  for in  accordance  with  the
     purchase method of accounting and therefore,  since the  acquisition  date,
     the  results of  operations  have been  included  within  the  consolidated
     financial statements.

     The  consideration  for the  acquisition  of GO was  $1,000,000 in cash and
     1,000,000  shares of the Company's  common stock,  valued at  approximately
     $2,340,000.  The merger agreement  stipulated that if these shares were not
     registered  with the SEC in an appropriate  filing and that filing declared
     effective by the SEC by August 31, 2001, then the Company would  repurchase
     166,667 of these shares at $3 per share. Since these were not registered by
     August 31, 2001, the Company did repurchase the requisite  number of shares
     on September 17, 2001.  As such,  the  difference  of $110,000  between the
     recorded  balance  and the  redemption  value  of  these  shares  has  been
     reflected  in  the   determination  of  net  loss  attributable  to  common
     shareholders.

     The merger agreements also contained put and call provisions, which were to
     expire 18 months  subsequent to the closing date. The put provision  stated
     that  Network  Commerce may elect to sell back to the Company any or all of
     the shares of the Company's common stock in the event that the stock price,
     at any given time was less than 67% of the quoted market value of the stock
     as of the closing  date,  which was $3.00 per share.  Had Network  Commerce
     exercised the put  provision,  the  obligation  would have resulted in them
     becoming a general  unsecured  creditor of the Company.  The call provision
     stated that the  Company  could elect to  repurchase  the shares  issued to
     Network  Commerce if the stock  price  exceeded  133% of the quoted  market
     value of the stock as of the closing date ($3.00 per share).

     Due to the put  provisions  described  above,  the common  stock  issued in
     conjunction  with the GO acquisition was originally  classified  outside of
     equity as redeemable common stock.  Network Commerce,  however,  sold these
     shares,  on the open market during the quarter ending March 31, 2002.  This
     resulted in the elimination of the redeemable  shares  presentation  within
     the financial  statements.  The carrying amount has been recharacterized as
     Common Stock and Additional Paid in Capital.

                                      F16
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                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     The  following  table  summarizes  the fair value of the  assets  acquired,
     liabilities  assumed and  consideration  given in connection  with the 2001
     acquisitions:

     Accounts receivable                                            $   662,362
     Cash                                                                89,147
     Prepaid expenses                                                    56,654
     Property and equipment                                             858,582
     Goodwill                                                         1,241,626
     Acquired technology                                              2,667,800
     Other intangible assets                                            240,000
     Deferred revenue                                                  (284,293)
     Accounts payable and
        accrued expenses                                               (623,883)
     Notes payable                                                     (236,995)
     ---------------------------------------------------------------------------

     Net assets acquired                                             $4,671,000
     ===========================================================================

     These acquisitions were funded as follows:

     Common stock                                                     $3,156,000
     Cash and advances                                                 1,515,000
     ---------------------------------------------------------------------------

                                                                      $4,671,000
     ===========================================================================

     The following  unaudited  proforma  information  presents the  consolidated
     results of operations of the company as if the acquisitions had occurred as
     of the beginning of the period presented.  The proforma  information is not
     necessarily  indicative  of what would have  occurred had the  acquisitions
     been made as of such periods,  nor is it  indicative  of future  results of
     operations.

     Pro Forma Amounts                                            June 30, 2001
     ===========================================================================

     Revenue                                                        $ 7,615,944
     ---------------------------------------------------------------------------

     Net Loss                                                        (3,914,327)
     ---------------------------------------------------------------------------

     Net loss per share                                                   (0.37)
     ===========================================================================

                                      F17
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                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

3.   PROPERTY AND EQUIPMENT

     Property and equipment are summarized by major  classifications  as follows
     at June 30:

                                                          2002             2001
     ===========================================================================

     Computer equipment                           $    379,900     $    644,640
     Furniture and fixtures                            489,006          444,557
     Purchased software                              1,524,282        1,628,209
     ---------------------------------------------------------------------------
                                                     2,393,188        2,717,406
     Less   accumulated   depreciation  and
     amortization                                   (1,700,549)      (1,128,052)
     ---------------------------------------------------------------------------

                                                  $    692,639      $ 1,589,354
     ===========================================================================

     Depreciation expense was approximately  $579,000 and $414,900 for the years
     ended June 30, 2002 and 2001, respectively.

4.   NOTE RECEIVABLE

     In April 2000, the Company  entered into a note  receivable  agreement with
     unrelated party, originally due in October 2001, in the amount of $500,000.
     The note bears  interest  at 10% per annum and is secured by  substantially
     all  of the  assets  of the  other  party.  The  Company  has  subsequently
     determined that the loan has become impaired and as such recorded a reserve
     against the balance in the full amount of $500,000 at June 30, 2002.

     The Company has filed  action  against the other party  alleging  breach of
     promissory  note and is seeking  attorney's  fees.  In response,  the other
     party  has  filed a  counterclaim  against  the  Company  alleging  various
     improprieties. It is too early to predict the outcome of these actions.


5.   GOODWILL AND OTHER INTANGIBLE ASSETS

     Goodwill   and   other   intangible   assets   are   summarized   by  major
     classifications as follows at June 30:

                                                          2002             2001
     ---------------------------------------------------------------------------

     Goodwill                                       $  291,952       $1,241,587
     Acquired technology                             2,688,006        2,667,788
     ---------------------------------------------------------------------------
                                                     2,979,958        3,909,385

     Less accumulated amortization                    (703,566)        (154,003)
     ---------------------------------------------------------------------------

                                                    $2,276,392       $3,755,382
     ===========================================================================

                                      F18
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                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     It is the  Company's  policy to identify  and record  impairment  losses on
     intangible and other assets when events or circumstances indicate that such
     assets may be impaired. Management has evaluated carrying values of certain
     assets  acquired in connection with the  acquisitions of S.A.F.E.  Systems,
     Inc. and Net400,  Inc. Based on changes in the market and economy,  as well
     as the  strategic  decision to focus on GO  Software,  Inc. and its payment
     processing  software  business,  management has determined  that additional
     efforts and funding to explore the broader  opportunities  these  companies
     offer will be put into abeyance.  These  companies will continue to operate
     in the niche service and software areas in which they have been  successful
     in the past.  These  companies  have been  subjected  to  substantial  cost
     reductions in an effort to become  profitable  subsidiaries  in the future.
     However,  based on the current  assessment of the situation  involving both
     companies,  management  has  determined  that  the  carrying  value  of the
     goodwill,  intangible assets and certain other fixed assets associated with
     the  acquisitions  of both  companies has been impaired.  As a result,  the
     Company has written off  approximately  $400,000  relative to certain fixed
     assets and substantially all of the remaining carrying balances of goodwill
     and other intangibles amounting to approximately $580,000.


6.   DEBT FINANCING AND ISSUANCE OF WARRANTS

     On September  17, 2001 the company  entered  into a "referral  and reseller
     agreement" with an unrelated party whereby the other party would resell ROI
     software  and ROI would refer  merchants to the other party for the receipt
     of  processing  services.  Upon  execution  of the  agreement  ROI received
     $1,000,000  as an advance on  referral  fees and  product  fees.  Under the
     agreement,  the advance is to be repaid in referrals and software  sales in
     stepped  increments  over a 3-year  period from the  effective  date of the
     agreement.  In  accordance  with the  agreement,  ROI was required to place
     certain of its software source codes in escrow,  with the other party named
     as beneficiary,  in event of the Company's default on the agreement.  Other
     remedies  for default  include the other  party's  right to  terminate  the
     agreement,  to demand, among other things,  repayment of unpaid portions of
     the  advance,  or to meet the  payment  milestone  which  was the basis for
     default,   or  to  convert  the  outstanding  portion  of  the  advance  to
     unregistered shares of ROI stock at various exercise prices.

     The other  party has also  received  vested  and  exercisable  warrants  to
     purchase an  aggregate of  $5,000,000  in shares at $4 per share during the
     first year of the agreement and $5 per share subsequent to that date. These
     warrants are  antidilutive  because of the default  provisions  above. As a
     result,  $1,000,000 has been recorded as representative of the value

                                      F19
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                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     of the  warrants  sold as paid in capital.  There are a number of repayment
     provisions and default remedies in favor of the other party. The accounting
     for this  transaction  is as a debt  financing  with stock  warrants.  Debt
     forgiveness provisions would apply if milestones are met in the future. The
     Company has  recorded  additional  paid in capital for  $1,000,000  and, in
     accordance  with APB 14,  recorded  a debt  discount  for the  value of the
     warrants (limited to proceeds of $1,000,000 in accordance with EITF 00-27).
     In periods  beyond  September  17, 2001,  the debt discount will be ratably
     charged to income over the three-year  life of the agreement.  This amounts
     to an $83,333  non-cash  charge per quarter and $250,000 for the year ended
     June 30, 2002.  Once the risk of default for each portion of the  agreement
     has passed (i.e.:  when the  milestones  are met on or before the September
     17th deadlines),  that portion of the debt will be forgiven and recorded as
     income in the statement of operations.

7.   LONG TERM DEBT

     Long term debt consisted of the following June 30:

                                                           2002            2001
     ===========================================================================

     Capital lease obligations                         $ 15,874        $ 27,438
     ---------------------------------------------------------------------------

     Total long term debt                                15,874          27,438
     Less current portion                               (15,874)        (14,560)
     ---------------------------------------------------------------------------

                                                       $      -        $ 12,878
     ===========================================================================

8.   ACCRUED EXPENSES

     Accrued expenses consisted of the following at June 30:

                                                           2002            2001
     ===========================================================================

     Compensation                                      $252,336        $497,374
     Consulting fees                                     28,000          52,500
     Other                                               45,921          46,565
     ---------------------------------------------------------------------------

                                                       $326,257        $596,439
     ===========================================================================

                                      F20
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

9.   STOCK OPTIONS AND WARRANTS

     STOCK OPTIONS

     In January 1999, the Company  adopted its incentive  stock option plan (the
     "plan") whereby total options to purchase  1,000,000  shares may be granted
     to key employees at a price not less than fair market value at the time the
     options are granted and are  exercisable  after the  employee has been with
     the Company for a period of one or two years.  The options are  exercisable
     for a period not to exceed ten years.  The  Company  has also  assumed  the
     stock options of NTTI. Such options were converted at the applicable  rates
     used to issue the Company's common stock in the reverse merger. Information
     regarding the option plan is as follows:

                                           2002                  2001
     ===========================================================================
                                                  WEIGHTED              Weighted
                                                   AVERAGE               Average
                                                  EXERCISE              Exercise
                                         SHARES      PRICE     Shares      Price
     ===========================================================================

     Outstanding, beginning of year     544,817   $  15.58    235,801   $  34.15
        Granted                          38,000       3.15    320,767       3.22
        Exercised                        (3,000)      0.03     (6,000)      0.03
        Cancelled                      (255,300)     23.42     (5,751)    100.00
     ---------------------------------------------------------------------------

     Outstanding, end of year           324,517  $    8.09    544,817   $  15.58
     ===========================================================================

     Exercisable, end of year           139,817               224,050
     ===========================================================================

     The following table summarized  information about the Company's outstanding
     stock options as of June 30, 2002.

     ===========================================================================
                      Options Outstanding                    Options Exercisable
     ===========================================================================
                                   Weighted-
                                    Average
                                   Remaining    Weighted     Number     Weighted
      Range of       Number       Contractual   Average     Exercisa    Average
      Exercise   Outstanding at      Life       Exercise  -ble at June  Exercise
        Price     June 30, 2002                  Price       30, 2002     Price
     ===========================================================================
                                    (years)
                  1.50-250,767        3.6        $2.99        71,767      $2.53
                  5.00-136,500        1.4         6.92        36,500       6.92
                 25.00-537,250        0.9        25.00        37,250      25.00
     ---------------------------------------------------------------------------
                       324,517       3.05        $3.73       145,517      $9.38
     ===========================================================================

                                      F21
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                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     The weighted  average fair value of options  granted  during the year ended
     June 30, 2002 was $1.84 per share. The weighted  average  remaining life of
     options outstanding at June 30, 2002 was 3.1 years.

     The Company  applies  Accounting  Principles  Board Opinion No. 25 (APB No.
     25),  Accounting for Stock Issued to Employees and related  interpretations
     in accounting for its stock option plans.  Options granted to employees and
     directors are accounted  for under APB No. 25 and  compensation  expense is
     recognized for the intrinsic value of the options granted.

     The Company has adopted  the  disclosure-only  provisions  of SFAS No. 123,
     "Accounting  for  Stock-Based  Compensation".  Had  compensation  cost been
     determined  based on the fair  value at the grant  date for awards in 2001,
     the  Company's  net loss and loss per share would have changed as indicated
     by the pro forma amounts below:

     Years Ending June 30,                            2002                 2001
     ===========================================================================

     Net loss, applicable to common
     shareholders, as reported
                                               $(4,673,753)         $(2,614,444)

     Pro forma                                  (4,854,767)          (2,711,561)
     ===========================================================================

     Basic and diluted loss per
       share, as reported                      $     (0.44)         $     (0.28)

     Pro forma                                 $     (0.46)               (0.29)
     ===========================================================================

     The fair value of stock options used to compute pro forma net loss and loss
     per share  disclosures  is the estimated  present value at grant date using
     the Black-Scholes  option-pricing model with the following weighted average
     assumptions:

     Years Ending June 30,                            2002                 2001
     ===========================================================================

     Risk free interest rate                         4.97%                5.05%
     Volatility factor                                 87%                  91%
     Expected option life                                3                    3
     ===========================================================================

                                      F22
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                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     WARRANTS

     In anticipation of and in conjunction with the Company's private placement,
     warrants to purchase  common  stock were issued to several  parties.  These
     warrants  were  issued  as a direct  incentive  to  complete  a  successful
     offering.  In total, 856,664 warrants were issued on or prior to August 10,
     2000,  they were  immediately  vested and  exercisable  at exercise  prices
     ranging  from $.30 to $3.00 per  share and will  expire in 2005.  All these
     warrants are outstanding as of June 30, 2002.

     As mentioned  in Note 6 above,  the Company  entered  into a "Referral  and
     Reseller"  agreement with an unrelated party on September 17, 2001. As part
     of this agreement, the other party received vested and exercisable warrants
     to purchase an aggregate of $5,000,000 in shares at $4 per share during the
     first year of the agreement and $5 per share  subsequent to that date.  The
     right to exercise these warrants expire on September 17, 2004


10.  INCOME TAXES

     Provisions  for  federal  and  state  income  taxes  in the  statements  of
     operations consist of the following:

     Years Ending June 30,                            2002                 2001
     ===========================================================================

     Deferred federal income tax benefit       $(1,061,900)         $(1,456,000)
     Deferred state income tax benefit, net
        of federal tax          benefit           (187,400)            (257,200)
     Change in valuation allowance               1,249,300            1,713,200
     ===========================================================================

                                               $         -          $         -
     ===========================================================================

     As of June 30, 2002 and 2001, deferred tax assets comprised the following:

     Years ended June 30,                             2002                 2001
     ===========================================================================

     DEFERRED TAX ASSETS
     Net operating loss
        carryforward                           $ 2,760,500          $ 1,218,900
     Stock option compensation
        not currently deductible                                              -
     Deferred revenue                              365,700              591,400
     Reserves not currently
        deductible                                 111,200              177,800
     ===========================================================================

                                      F23
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     Total deferred tax asset                    3,237,400            1,988,100
     Valuation allowance                        (3,237,400)          (1,988,100)
     ---------------------------------------------------------------------------

                                               $         -          $         -
     ===========================================================================

     The Company has net operating loss carryforwards available to reduce future
     taxable  income,  if any, of  approximately  $6,901,000.  The benefits from
     these  carryforwards  expire through 2022. As of June 30, 2002,  management
     believes it cannot be determined that it is more likely than not that these
     carryforwards  and its other  deferred  tax assets  will be  realized,  and
     accordingly,  fully  reserved for these  deferred  tax assets.  Differences
     between the effective  income tax rate and  statutory  income tax rates are
     not material.

11.  STOCK SPLITS

     On November 1, 1999,  the Board of Directors  declared a  3.35-for-1  stock
     split to stockholders of record of the Company's Common Stock on that date.
     In addition to the stock split on November 1, 1999,  the Board of Directors
     declared a  one-for-three  reverse stock split to shareholders of record on
     that date.  These  splits were  declared  due to the reverse  merger  which
     occurred in August 2000.

     All  references  to share and per  share  data and have  been  restated  to
     reflect  the  stock  split and  reverse  stock  split.  The  statements  of
     Shareholders'  Equity reflect the actual share amounts outstanding for each
     period presented.

12.  CONCENTRATION OF CREDIT RISK

     Financial   instruments,   which   potentially   subject   the  Company  to
     concentration of credit risk, consist principally of trade receivables. The
     Company places its cash with high quality  financial  institutions  and, by
     policy,  limits  the  amounts  of  credit  exposure  to any  one  financial
     institution.

     As of June 30, 2002 the Company's net accounts receivable are approximately
     $793,700.  During 2002 sales to one customer  amounted to approximately 14%
     of total  revenues.  The Company  believes any risk of  accounting  loss is
     significantly  reduced due to provision  considered at the date of sale for
     returns and  allowances  and ongoing  credit  evaluations of its customers'
     financial  condition as deemed  necessary.  The Company  generally does not
     require cash collateral or other security to support customer receivables.

                                      F24
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

13.  COMMITMENTS

     The  Company  leases  office   facilities  and  certain   equipment   under
     noncancellable  operating  leases having original terms ranging from one to
     five  years.  Additionally,  the Company  leases  certain  equipment  under
     capital  leases having  original terms of three years.  Approximate  future
     minimum rent payments,  by year and in the aggregate,  under noncancellable
     operating leases with remaining terms of more than one year are as follows:

            Year                                 Operating
     ------------------------------------------------------

            2003                               $   574,808
            2004                                   574,181
            2005                                   593,148
            2006                                   356,738
            2007                                    44,178
     ------------------------------------------------------

            Total                              $ 2,143,053
     ======================================================

     Rent expense relating to these operating leases was approximately  $577,000
     and $297,000 for 2002 and 2001, respectively.

     In conjunction with the reverse merger, the company entered into consulting
     agreements  with  two  separate  parties.   The  parties  terminated  these
     agreements  on April 30, 2002 and  entered  into new  agreements  on May 1,
     2002.  Under the terms of the  consulting  agreements,  both  parties  will
     receive $5,000 per month for 34 months to assist with future identification
     of merger  candidates,  sources  of capital  and  assistance  with  general
     business matters.

14.  PENSION PLAN

     The Company  adopted a 401(k)  retirement  plan on March 9, 1998.  The plan
     covers  all  employees  who are at  least  21 years of age with one or more
     years of service.  The Company  currently  makes a  discretionary  matching
     contribution  of 25% of the  employee's  contributions  elected as a salary
     deferral by eligible  employees.  The Company's matching  contributions for
     the years  ended  June 30,  2002 and 2001 were  approximately  $59,000  and
     $23,400, respectively.

     The  Company  also  sponsors a defined  contribution  profit  sharing  plan
     covering substantially all eligible participants. Contributions are decided
     by the board of directors each year, however,  contributions  cannot exceed
     15% of each eligible  employee's salary.  Contributions were $0 for both of
     the years ended June 30, 2002 and 2001, respectively.

                                      F25
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

15.  SEGMENTS

     Based on the standards  described in SFAS 131,  "Disclosures About Segments
     of an Enterprise and Related Information",  the Company has determined that
     it operates in a single operating segment: a provider of software, services
     and related consulting in the electronic transaction environment.


16.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                      2002                 2001
     ===========================================================================

     Cash paid for interest
        during the year                               $306              $37,858
     ===========================================================================

     During 2001, the Company issued common stock in satisfaction of outstanding
     debts amounting to $302,775.

                                      F26
<PAGE>

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

     None.

                                    PART III

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

EXECUTIVE OFFICERS AND DIRECTORS

     The following table sets forth certain information  regarding our executive
officers and directors.

<TABLE>
<CAPTION>
NAME                                    AGE    POSITION                                            DIRECTOR SINCE
----                                    ---    --------                                            --------------
<S>                                     <C>    <C>                                                      <C>
Charles A. McRoberts................    52     Director                                                 2000
John W. McRoberts ..................    49     Director                                                 2000
Charles Pecchio, Jr. ...............    55     Chairman of the Board                                    2000
Laura Rogers .......................    42     Director                                                 2002
Theo P. VanderBoom..................    55     Director                                                 2002
Guy R. Wilcox.......................    45     Chief Financial Officer                                   NA
Arol Wolford........................    49     President, Chief Executive Officer, and Director         2001
</TABLE>

     CHARLES A. MCROBERTS  (brother of John W.  McRoberts)  serves as a director
and  functions in the role of Vice  President of Developer  Channel Sales for GO
Software, Inc., an ROI subsidiary. He served as Chairman of the Board of Results
Oriented  Integration  Corporation  from 1996 until its reverse merger in August
2000  and as  Chairman  of the  Board  of the  Company  through  June  2002.  He
previously was President and CEO of Mastiff Systems, a company that marketed and
serviced  security  systems.  Mr. McRoberts joined Mastiff in 1982 and served as
President  and CEO from 1987  until the sale of the  company  in 1996.  Prior to
joining Mastiff, Mr. McRoberts was Branch Manager of Wells Fargo Alarm Services.

     JOHN W. MCROBERTS  (brother of Charles A. McRoberts)  serves as a director.
He served as a director of Results  Oriented  Integration  Corporation from 1996
until its reverse  merger in August 2000.  Since  December 2000, he has been the
Managing Member of Cannongate Partners LLC, a private equity firm. Since 1999 he
has served as Managing Member of Foresite  Towers LLC. He was a co-founder,  and
served as President and Chief Executive Officer of Capstone Capital Corporation,
a NYSE listed real estate investment trust, from 1993 to 1998, when Capstone was
acquired  by  Healthcare  Realty  Trust  for $900  million.  Prior to that,  Mr.
McRoberts was a senior officer of AmSouth Bank of Alabama (formerly AmSouth Bank
N.A.), where he was employed from 1977 to 1993.

     CHARLES PECCHIO,  JR., has served as Chairman of the Board since July 2002.
He served as a director of Results  Oriented  Integration  Corporation from 1996
until its reverse  merger in August 2000 and served as  President of the Company
through  January 2002 and Chief  Executive  Officer of the Company  through June
2002.  Since 1993, he has provided  consulting  services  related to mergers and
acquisitions.  From 1988 to 1992, he served as a director of Spiro International
SA, a Swiss public company, and as an officer and director of several affiliated
companies.  Mr. Pecchio's previous  experience  includes  financial,  sales, and
management  positions with IBM Corporation,  General  Computer Corp.,  TeleVideo
Systems, and NEC Information Systems.

     LAURA ROGERS was  appointed to the Board of  Directors  September  2002 and
serves as a director and a member of the Audit Committee. From 1995 to 2002, she
was with Paymentech,  L.P., a processor of payment transactions.  At Paymentech,
she held management and executive  positions in product management and marketing
from  1995 to  2000.  From  2000 to 2002,  she  served  as Chief  Administrative
Officer,   responsible  for  human  resources,   corporate  training,   employee
communications,  legal, quality management,  and mergers and acquisitions.  From
1985 to 1995, Ms. Rogers was with Global Payment Systems (formerly National Data
Corporation),  a processor of payment transactions,  where she held positions in
human  resources and then served as Director of Strategy  Management  for Retail
Integrated Payment Systems.

                                       16
<PAGE>

     THEO  P.  VANDERBOOM  serves  as a  director  and  Chairman  of  the  Audit
Committee.  From 1996 to 2001, he served as Vice  President and Chief  Financial
Officer of Construction  Market Data. From 1982 to 1996, Mr. VanderBoom was with
Southam  Business  Communications,  Inc.,  where he served as Vice  President of
several  Southam  subsidiaries in Canada and the United States.  Mr.  VanderBoom
earned a BS in  mathematics  and an MBA from York  University and is a Certified
Management Accountant.

     GUY R. WILCOX has served as our Chief  Financial  Officer  since  September
2000. Mr. Wilcox is a Certified Public Accountant.  From 1997 until 2000, he was
Chief  Financial  Officer of a $500 million  Atlanta based hedge fund.  Prior to
establishing  his own practice in 1990, he held CPA positions  with Jones & Kolb
and  BDO  Seidman,  LLP.  Mr.  Wilcox  has a BS and an MTX  from  Georgia  State
University.

     AROL  WOLFORD  has  served  as  President  since  February  2002,  as Chief
Executive  Officer  since July 2002,  and as a director  since  October 2001. In
1980, he established  Construction  Market Data (CMD) in Atlanta,  Georgia,  and
served as President  until December  2001. CMD is a provider of quality  project
news,  building  product  information,  and  cost  data  for  the  international
construction  industry.  In May 2000,  CMD was  acquired  for $299.5  million by
Cahners  Business  Information,  a part of the London and  Amsterdam-based  Reed
Elsevier.

COMMITTEES OF THE BOARD OF DIRECTORS

     The  Compensation   Committee   includes  John  McRoberts,   LaWanda  Moore
(employee),  and Sharon Penn (outside advisor).  The Compensation  Committee has
the authority to review all compensation  matters relating to the Company.  If a
director is an employee of the Company,  when his or her  compensation  is being
reviewed, that director is not permitted to be present or to participate.

     All of the directors  presently  serve on the Stock Option  Committee.  The
Stock Option  Committee has full power and authority to interpret the provisions
of and supervise the administration of the Company's 2000 Stock Option Plan.

     The Audit  Committee  consists  of John W.  McRoberts  (Director),  Theo P.
VanderBoom  (Director),  and  Laura  Rogers  (Director).  Prior  to Ms.  Rogers'
appointment on September 26, 2002,  Arol Wolford served on the Audit  Committee.
The Audit Committee  recommends to the Board of Directors the independent public
accountants to be selected to audit the Company's  annual  financial  statements
and  approves  any  special  assignments  given to such  accountants.  The Audit
Committee  also reviews the planned  scope of the annual  audit,  any changes in
accounting  principles  and the  effectiveness  and  efficiency  of our internal
accounting staff.

     The Human Resources  Committee  includes Barry E. Flink (outside  advisor),
LaWanda S. Moore  (employee),  and Sharon W. Penn (outside  advisor).  The Human
Resources  Committee was created to guide the organization in effective employee
recruitment,  motivation,  and retention  practices while  maintaining a legally
compliant working environment.

     The Marketing Committee consists of Charles A. McRoberts, Frederick P. Lutz
(outside  advisor),  James Pollack (outside  advisor) and Chris Coleman (outside
advisor).  Focusing on strategic market plans for the individual business units,
the Marketing  Committee  helps insure that ROI continues to maintain and expand
our overall corporate branding/image and market share.

     All  of  our  Directors  serve  on  the  Nominating  Committee,   which  is
responsible  for  evaluating  and  recommending  candidates  for  our  Board  of
Directors. Although there are no formal procedures for stockholders to recommend
nominations, the Nominating Committee will consider stockholder recommendations.
Such  recommendations  should be addressed to the  Company's  Secretary,  at our
principal executive offices.

     The  Board of  Directors  may from  time to time  establish  certain  other
committees to address certain aspects of our Company's business.

                                       17
<PAGE>

DIRECTOR AND OUTSIDE ADVISOR COMPENSATION

     None of our Directors receives additional monetary compensation for serving
on the Board of Directors or on a committee.  Outside advisors are granted stock
options to purchase shares of our common stock.  Outside  advisors that serve as
committee chairpersons receive 7,000 options, while those who serve as committee
members receive 5,000 options. The exercise price of the options is equal to the
fair market  value of the common stock on the date of grant and the options vest
on the  two-year  anniversary  of the grant date and expire  five years from the
date of grant.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  officers,  directors and persons who own more than ten percent of
the Company's Common Stock  (collectively,  "Reporting Persons") to file reports
of  ownership  and  changes in  ownership  with the SEC.  Reporting  Persons are
required by SEC  regulations  to furnish the Company  with copies of all Section
16(a) forms they file.

     Based  solely on its  review  of the  copies of such  reports  received  or
written  representations  from certain Reporting  Persons,  the Company believes
that during fiscal 2002,  all  Reporting  Persons  complied with all  applicable
filing requirements.

ITEM 10.  EXECUTIVE COMPENSATION

     The following summary compensation table sets forth the compensation earned
by certain  executive  officers  serving at the end of fiscal 2002.  None of our
other executive  officers who served in fiscal 2002 earned $100,000 in aggregate
compensation for that year.

                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------

                                 FISCAL                              ALL OTHER
NAME AND PRINCIPAL POSITION       YEAR     SALARY     BONUS (1)     COMPENSATION
---------------------------       ----     ------     ---------     ------------
--------------------------------------------------------------------------------
Charles Pecchio, Jr.              2002     $ 87,083    $ 382,606          -
Chairman of the Board (2)         2001     $ 85,000    $ 113,997          -
                                  2000     $ 80,000    $  94,376          -
--------------------------------------------------------------------------------
Arol Wolford                      2002     $ 15,000    $  15,000          -
President and CEO (3)
--------------------------------------------------------------------------------

----------------
     (1)  Includes sales commissions

     (2)  Mr.  Pecchio  served  as  President  through  January  2002 and as CEO
          through 2002. He is currently Chairman of the Board.

     (3)  Mr.  Wolford has served as President  since  February  2002 and as CEO
          since July 2002.

EMPLOYMENT   AGREEMENTS,   TERMINATION  OF  EMPLOYMENT   AND   CHANGE-IN-CONTROL
ARRANGEMENTS

     Under the  Employment  Agreement  between the Company and Charles  Pecchio,
Jr., effective February 1, 2002, and amended as of July 1, 2002, the Company has
agreed to pay Mr.  Pecchio an annual base  salary of $90,000  and a  performance
bonus as determined by the Company's  Compensation Committee and ratified by the
Board of  Directors.  Mr.  Pecchio  will  also be paid an annual  bonus  draw of
$90,000  against the  performance  bonus.  Any bonus draw in excess of the total
amount of the actual  performance  bonus  earned by Mr.  Pecchio for each fiscal
period shall not be recoverable by the Company. The agreement requires a minimum
performance  of 20  hours  per  week.  If Mr.  Pecchio's  employment  under  the
Employment  Agreement is terminated by the Company other than for cause, or if a
change of control occurs,  or if Mr. Pecchio  terminates his employment for good
reason, Mr. Pecchio shall be paid by the Company a $360,000  termination payment
over a period of two years.  If Mr.  Pecchio's  employment is terminated for any
reason,  Mr.  Pecchio has agreed that, for one year after such  termination,  he
will not directly or indirectly  solicit or divert  business from the Company or
assist any business in attempting to do so or

                                       18
<PAGE>

solicit or hire any person who was an employee of the Company during the term of
his  Employment  Agreement  or assist any  business  in  attempting  to do so or
provide  services to any business located in Florida,  Georgia,  Illinois or New
York which is engaged in or conducts a business  selling  products or performing
services  substantially  the same as the products sold or services  performed by
the Company.

     Under  the  Employment  Agreement  between  the  Company  and Arol  Wolford
effective  February  1, 2002,  and  amended as of July 1, 2002,  the Company has
agreed to pay Mr.  Wolford an annual base  salary of $90,000  and a  performance
bonus as determined by the Company's  Compensation Committee and ratified by the
Board of  Directors.  Mr.  Wolford  will  also be paid an annual  bonus  draw of
$90,000  against the  performance  bonus.  Any bonus draw in excess of the total
amount of the actual  performance  bonus  earned by Mr.  Wolford for each fiscal
period shall not be recoverable by the Company. The agreement requires a minimum
performance  of 20  hours  per  week.  If Mr.  Wolford's  employment  under  the
Employment  Agreement is terminated by the Company other than for cause, or if a
change of control occurs,  or if Mr. Wolford  terminates his employment for good
reason, Mr. Wolford shall be paid by the Company a $360,000  termination payment
over a period of two years.  If Mr.  Wolford's  employment is terminated for any
reason,  Mr.  Wolford has agreed that, for one year after such  termination,  he
will not directly or indirectly  solicit or divert  business from the Company or
assist any business in attempting to do so or solicit or hire any person who was
an employee of the Company during the term of his Employment Agreement or assist
any business in attempting to do so or provide  services to any business located
in  Florida,  Georgia,  Illinois  or New York which is engaged in or  conducts a
business selling products or performing  services  substantially the same as the
products sold or services performed by the Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth  information  as of September 26, 2002 with
respect  to  beneficial  ownership  of  shares by (i) each  person  known to the
Company to be the beneficial owner of 5% of the outstanding  common stock,  (ii)
each of the Company's  directors,  (iii) the  executive  officers of the Company
named in the Summary  Compensation  Table (the "named  executives") and (iv) all
current  directors  and  officers as a group.  Unless  otherwise  indicated  the
address for each person listed in the address of the Company.

     Stock ownership  information has been furnished to the Company by the named
person.  Beneficial  ownership  as reported in this  section was  determined  in
accordance  with  Securities and Exchange  Commission  regulations  and includes
shares as to which a person  possesses  sole or shared voting and/or  investment
power. Except as otherwise stated in the footnotes below, the named persons have
sole voting and investment power with regard to the shares shown as beneficially
owned by such persons.

<TABLE>
<CAPTION>
                                                         COMMON STOCK
NAME OF BENEFICIAL OWNER/RELATIONSHIP TO COMPANY         NO. OF SHARES   PERCENT OF CLASS
------------------------------------------------         -------------   ----------------
<S>                                                      <C>                   <C>
Charles A. McRoberts/Director.........................   2,479,842 (1)         21.9%
John W. McRoberts/Director............................   1,561,715 (2)         11.3%
Charles Pecchio, Jr./Chairman of the Board............   1,979,206 (3)         17.5%
Laura Rogers/Director.................................         -                 *
Theo P. VanderBoom/Director...........................         -                 *
Guy R. Wilcox/CFO.....................................      30,000 (4)           *
Arol Wolford/President, CEO, Director.................     225,975              2.0%
All current executive officers and
  directors as a group (7 persons)....................   6,276,738             54.3%
</TABLE>

-------------------
     *    Represents less than 1%.

     (1)  Includes  6,000  shares of common  stock  held by his  spouse,  16,200
          shares  of common  stock  held by his minor  children,  and  1,553,485
          shares held in escrow that can be voted but not sold until  either the
          Company is acquired or certain milestones are achieved.

                                       19
<PAGE>

     (2)  Includes  60,000  shares of common  stock  held by his  spouse,  8,000
          shares of common stock held by his minor children,  and 941,412 shares
          held in escrow that can be voted but not sold until either the Company
          is acquired or certain milestones are achieved.
     (3)  Includes 11,331 shares of common stock held by his spouse,  600 shares
          of common stock held as custodian  for minors,  and  1,271,033  shares
          held in escrow that can be voted but not sold until either the Company
          is acquired or certain milestones are achieved.
     (4)  Includes  options  to  purchase  up to 20,000  shares of common  stock
          exercisable within 60 days.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On June 20,  2002,  four  members of the board of  directors  purchased  an
aggregate  of  300,000  shares of  common  stock at $2.00 per share in a private
placement directly from the Company.  The price paid for the common stock by the
directors  reflected fair market value for the Company's  common stock as of the
purchase  date.  The  following  directors  purchased  the  number  of shares as
indicated below:

NAME                                          SHARES
----                                          ------
Charles A. McRoberts................          25,000
John W. McRoberts...................          50,000
Charles Pecchio, Jr. ...............          25,000
Arol Wolford........................         200,000

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     A list of exhibits  required  to be filed as part of this Annual  Report is
set forth in the Index to Exhibits, which immediately precedes such exhibits and
is incorporated herein by reference.

(b)  Reports on Form 8-K:

     None.

                                       20
<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, thereunto duly
authorized.

                                       RETURN ON INVESTMENT CORPORATION
Date: September 30, 2002
                                       By: /s/ Arol Wolford
                                           -------------------------------
                                           Arol Wolford
                                           President and Chief Executive Officer

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.

<TABLE>
<CAPTION>
NAME                               TITLE                                  DATE
----                               -----                                  ----
<S>                                <C>                                    <C>
/s/ Arol Wolford                   President, Chief Executive Officer     September 30, 2002
------------------------------     and Director (Principal Executive
Arol Wolford                       Officer)


/s/ Guy R. Wilcox                  Chief Financial Officer (Principal     September 30, 2002
------------------------------     Financial and Accounting Officer)
Guy R. Wilcox

/s/ Charles Pecchio, Jr.           Chairman of the Board                  September 30, 2002
------------------------------
Charles Pecchio, Jr.

/s/ Charles A. McRoberts           Director                               September 30, 2002
------------------------------
Charles A. McRoberts

/s/ John W. McRoberts              Director                               September 30, 2002
------------------------------
John W. McRoberts

/s/ Theo P. VanderBoom             Director                               September 30, 2002
------------------------------
Theo P. VanderBoom
</TABLE>

                                       21
<PAGE>

                                 CERTIFICATIONS

I, Arol Wolford, certify that:

1.   I have  reviewed  this annual report on Form 10-KSB of Return On Investment
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

Date: September 30, 2002

                                       By: /s/ Arol Wolford
                                           ------------------------
                                           Arol Wolford
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


I, Guy R. Wilcox, certify that:

1.   I have  reviewed  this annual report on Form 10-KSB of Return On Investment
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

Date: September 30, 2002

                                       By: /s/ Guy R. Wilcox
                                           ------------------------
                                           Guy R. Wilcox
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)

                                       22
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------

2.1       Agreement  and Plan of Merger and  Exchange of Stock,  dated as of May
          10, 2001, by and among Return on Investment Corporation,  GO Software,
          Inc., Network Commerce Inc. and GO Acquisition,  Inc. (incorporated by
          reference to exhibit 2 to Return On Investment Corporation's Report on
          Form 8-K, filed September 5, 2000).

2.2       Agreement  and Plan of  Merger  and  Exchange  of  Stock,  dated as of
          January 31, 2001,  by and among Return on Investment  Corporation,  GO
          Acquisition  Corporation,  GO, Inc.,  Wilton M. Rooks and Elizabeth P.
          Murdoch  (incorporated  by  reference  to  exhibit  2.2 to  Return  On
          Investment  Corporation's  Annual Report on Form 10-KSB, filed October
          2, 2001).

2.3       Agreement  and Plan of  Merger  and  Exchange  of  Stock,  dated as of
          January  10,  2001,  by and among  Return on  Investment  Corporation,
          S.A.F.E.  Acquisition  Corporation,  S.A.F.E.  Systems,  Inc.,  Denise
          Beiermann,   Gordon  W.  Johnson,   Brandon  D.  Lenore  and  John  J.
          Spaccapaniccia  (incorporated  by  reference to exhibit 2 to Return On
          Investment Corporation's Report on Form 8-K, filed March 2, 2001).

2.4       Agreement  and Plan of  Merger  and  Exchange  of  Stock,  dated as of
          December  17,  1999,  by  and  among  Results   Oriented   Integration
          Corporation,   Net/Tech  International,   Inc.,  Net/Tech  Acquisition
          Corporation,  Charles A.  McRoberts,  John W.  McRoberts  and  Charles
          Pecchio,  Jr.  (incorporated  by  reference  to exhibit 2 to Return On
          Investment Corporation's Report on Form 8-K, filed September 5, 2000).

3.1       Certificate of  Incorporation of Return On Investment  Corporation,  a
          Delaware  Corporation  (incorporated  by  reference  to exhibit 3.1 to
          Return On Investment Corporation's Annual Report on Form 10-KSB, filed
          October 2, 2001).

3.1A      Amendment   to  the   Certificate   of   Incorporation   of   Net/Tech
          International, Inc., a Delaware Corporation (incorporated by reference
          to exhibit 99.1 to Return On Investment  Corporation's  Report on Form
          8-K, filed September 5, 2000).

3.2       By-laws,  as  amended  October  29,  2001,  of  Return  On  Investment
          Corporation,  a Delaware  Corporation  (incorporated  by  reference to
          exhibit  3.1 to  Return  On  Investment  Corporation's  Report on Form
          10-QSB, filed February 14, 2002).

10.1*     Employment  Agreement,  dated as of February  1, 2002,  by and between
          Return On  Investment  Corporation  and Charles  Pecchio,  Jr.  (filed
          herewith).

10.1A*    Amendment to  Employment  Agreement,  dated as of July 1, 2002, by and
          between  Return On Investment  Corporation  and Charles  Pecchio,  Jr.
          (filed herewith).

10.2*     Termination  Agreement,  dated as of August 10,  2000,  by and between
          Net/Tech  International,  Inc.  and Glenn E.  Cohen  (incorporated  by
          reference  to  Schedule  A  to  exhibit  2  to  Return  On  Investment
          Corporation's Report on Form 8-K, filed September 5, 2000).

10.3      ROI Corporation Common Stock Long Term Incentive Plan (incorporated by
          reference to exhibit 10.3 to Return On Investment Corporation's Annual
          Report on Form 10-KSB, filed October 2, 2001).

10.4      Promissory Note of Return On Investment  Corporation between Return On
          Investment  Corporation  and Network  Commerce Inc.  (incorporated  by
          reference  to  Schedule  B  to  exhibit  2  to  Return  On  Investment
          Corporation's Report on Form 8-K, filed May 25, 2001).

10.5*     Employment  Agreement,  dated as of February  1, 2002,  by and between
          Return On Investment Corporation and Arol Wolford (filed herewith).

10.5A*    Amendment to  Employment  Agreement,  dated as of July 1, 2002, by and
          between  Return On  Investment  Corporation  and Arol  Wolford  (filed
          herewith).

                                       23
<PAGE>

21.1      List of subsidiaries of the Company (filed herewith).

99.1      Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002 (filed herewith).

99.2      Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002 (filed herewith).

* Indicates management contract or compensatory plan.