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, 2001

[ ]  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
                 (NAME OF SMALL BUSINESS ISSUER 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)

                    ISSUER'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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: $3,774,664.

     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:  $24,322,147  based on the average bid
and asked price as of August 31, 2001.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: 11,047,974 shares as of August
31, 2001.

     Documents Incorporated by Reference: None.

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

<PAGE>

                        RETURN ON INVESTMENT CORPORATION

                         2001 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

                                                                            PAGE
PART I.

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             7

Item 6.   Management's Discussion and Analysis or Plan of Operation            8

Item 7.   Financial Statements                                            F1-F26

Item 8.   Changes In and Disagreements with Accountants on Accounting
          and Financial Disclosure                                            14

PART III.

Item 9.   Directors, Executive Officers, Promoters and Control Persons        15

Item 10.  Executive Compensation                                              16

Item 11.  Security Ownership of Certain Beneficial Owners and Management      17

Item 12.  Certain Relationships and Related Transactions                      18

Item 13.  Exhibits and Reports on Form 8-K                                    18

          Signatures                                                          19

<PAGE>

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

OVERVIEW

     Return On Investment  Corporation d/b/a ROI Corporation (the "Company") and
its  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;
(ii)  transaction   processing   services  for  credit,   debit,   checks,  ACH,
international transactions,  and stored value/gift cards; 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.

     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 Software") markets payment
processing software,  including PCCharge,  RiTA, AS/400 Support for POS-port and
JavaCard.  Our  subsidiary,   S.A.F.E.  Systems,  Inc.  ("S.A.F.E.")  markets  a
host-based,  magnetic  stripe stored  value/gift  card system and markets credit
card processing and other transaction-based  products and services to merchants.
Another  subsidiary,  Net400, Inc. ("Net 400") markets 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, including Mail400, Serial400 and Sockets400 products.

     We were  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 ("ROI") 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.

RECENT ACQUISITIONS

     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  are
complementary to our products.

     In  February  2001,  we  acquired  Net400,  which  provides  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 are
being held in  escrow,  to be  released  based on sales of Net400  products  and
services  during the two-year period ending January 31, 2003, at the rate of one
share for each $3.50 in sales.  All escrowed shares are subject to release if we
are acquired.

     In  February  2001,  we acquired  S.A.F.E.,  which  provides a  host-based,
magnetic stripe stored value/gift card system and markets credit card processing
and other transaction-based products and services to merchants. All of the

                                       1
<PAGE>

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.  shareholders and 100,000 shares are being
held in escrow,  to be released if at least  $5,000,000 has been  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.  All escrowed  shares are subject to release if we are
acquired.

     In May 2001, we acquired GO Software, from Network Commerce, Inc. ("Network
Commerce").  GO  Software is  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,  is designed to work on  virtually  any
platform including Windows,  Unix, Linux, OS/390,  OS/400, and Sun Solaris. RiTA
complements  the new product design that we recently  created and is expected 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.

     These  acquisitions have allowed us to broaden our offerings to include (i)
payment  processing  software for  virtually any  computing  platform  including
Windows,  Unix, Linux, AIX, OS/390,  OS/400,  and Sun Solaris;  (ii) transaction
processing services for credit, debit, checks, ACH, international  transactions,
and stored value/gift cards; 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.

STRATEGY

     Our  short-term  goal is to be a  recognized  leader in  providing  payment
processing  software and  services to  merchants in the United  States and later
expand internationally. 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    Expand our Operations  into  International  Markets.  We believe there is a
     significant  opportunity  to  establish  ROI as a  recognized  provider  of
     e-transaction  middleware in international  markets.  To capitalize on this
     opportunity,  we plan to  globalize  our suite of products and services and
     form  strategic  alliances  with  international  partners to provide global
     distribution channels.

o    Leverage Existing 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.

                                       2
<PAGE>

PRODUCTS AND SERVICES

Products

     Our subsidiary, GO Software, markets payment processing software, including
PCCharge,  JavaCard,  AS/400 Support for POS-port,  and RiTA.  PCCharge provides
payment  processing for Windows based  application.  JavaCard and AS/400 Support
for POS-port operate on IBM midrange computer systems.  RiTA is designed to work
on virtually any platform including Windows, Unix, Linux, OS/390, OS/400 and Sun
Solaris.  RiTA is expected to be the foundation  for the next  generation of ROI
payment  processing  software  products  written  in Java and XML.  The  Company
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
thousands of dollars for an IBM midrange  system to tens of thousands of dollars
for a mainframe  system.  The total license fee depends upon the  platform,  the
functionality   and  the  number  of   connections   required   to  process  the
transactions.  In addition, we offer annual support and update service typically
priced at a percentage of the license fee.

     GO Software's  payment  processing  software products support  credit/debit
cards,  checks,  ACH  transactions,  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.

     Our subsidiary, S.A.F.E., processes magnetic stripe stored value, gift, and
loyalty  cards,  credit cards,  debit cards and checks.  It also provides  other
transaction-based  services to merchants.  Charges are based upon functionality,
usage and volume and range from a few cents to a dollar or more per transaction.
The  transactions  are  communicated  to S.A.F.E.'s data center and passed on to
other  processors for  authorization  and  settlement,  except for private label
credit card, stored value,  gift card, and loyalty card  transactions  which are
processed by S.A.F.E.

     NetMail*400  products,  provided  by our  Net400  subsidiary,  empower  IBM
midrange  systems  to  perform  e-mail,  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  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.

     The  other   primary   Net400   products,   Serial  and  Sockets,   provide
communications  and connectivity for IBM midrange systems  applications to other
systems and devices,  such as barcode data  collection  equipment  and materials
handling equipment.  Net400 Serial and Sockets products simplify  programming by
handling all of the protocol conversion required for communications.

Technical and Support Services

     We offer 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.  We also
offer  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.  We also offer  customers  technical
consulting  and  outsourcing  of  computer  operations,   primarily  related  to
transaction processing.

CUSTOMERS

     We have  licensed  over  40,000  PC  systems  to use our  PCCharge  payment
processing  software.  We have  licensed  over 1,600 systems in the IBM midrange
market (IBM iSeries and AS/400 computer systems) to use our other software.  Our
customers for payment processing products and services range from small to large
Internet marketers,  retailers,  and mail and phone order companies.  Our Net400
products are used by companies across a wide variety of

                                       3
<PAGE>

industries.  Our S.A.F.E.  customers are typically retail chains, although we do
provide services to smaller  merchants.  No one customer  accounts for more than
10% of operating revenues.

SALES

     To  reach  our  potential  customer  base,  we  have  several  distribution
channels,  including a direct sales force and over 200 strategic  alliances with
consultants,  software developers,  systems integrators,  financial institutions
and financial transaction processors.

     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.  An
important element of our sales strategy is to expand our relationships  with the
alliance partners described above to increase market awareness and acceptance of
our software  and  services.  Some of our sales people are  dedicated to working
with our alliance partners. We also provide training and other support necessary
to our alliance partners to aid in the promotion and sale of our products.

MARKETING

     The target market for our payment  processing  products and services  range
from small to large  Internet  marketers,  retailers,  and mail and phone  order
companies.  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.

     Our corporate  marketing  staff performs core  marketing  functions for all
subsidiaries,  including product  marketing,  marketing  communications,  public
relations  and investor  relations.  The  corporate  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 success 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 an increase in research and development costs
with  the  vast  majority  of  our  research  and  development  focusing  on the
enhancement and evolution of our RiTA product line.

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.

                                       4
<PAGE>

     Based on our industry experience, we believe that 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.  Competition in the IBM midrange market
is expected to grow and companies with greater  resources than we have may enter
the market.  However, we believe that our premier position will help us maintain
a substantial market share.

     We also  believe we have  significant  market  share in payment  processing
software on  Microsoft  platforms.  First Data Corp.  is  currently  the leading
company in the payment processing software market through its recent purchase of
the assets of IC Verify from the CyberCash bankruptcy sale.

     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 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.

     There are many competitors  offering magnetic stripe stored value/gift card
systems,  credit  card  processing  and  other  transaction-based  products  and
services  to  merchants.  The  size of this  potential  market  allows  for many
companies to be able to achieve  significant  sales and to grow sales at a rapid
rate.

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

     As a result of growth in our business and our recent acquisitions,  we have
significantly  increased our number of employees.  As of June 30, 2001, we had a
total of 119 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 Net400 are  located in  approximately  14,000  square  feet in
Kennesaw,  Georgia  pursuant to a lease expiring in 2005. GO Software is located
in  approximately  9,785  square feet in Savannah,  Georgia  pursuant to a lease
expiring in 2004.  S.A.F.E.  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

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

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

     On  May 9,  2001,  the  shareholders,  by  written  consent,  approved  the
acquisition  of GO Software,  with 6,540,257  shares voting in favor,  no shares
voting against, and 3,501,717 shares not voting.

                                       6
<PAGE>

                                     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 since the reverse  merger on
August 10, 2000.

                   ------------------------------------------
                   QUARTER ENDED         HIGH             LOW
                   ------------------------------------------
                   9/30/00(1)          $6.875          $ 3.00
                   ------------------------------------------
                    12/31/00             6.25            3.40
                   ------------------------------------------
                    3/31/01              4.25           2.125
                   ------------------------------------------
                    6/30/01              3.80           2.375
                   ------------------------------------------

     (1)  Represents  period  from date of  reverse  merger  (August  10,  2000)
          through September 30, 2000.

     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.

HOLDERS

     According to the records of the Company's  transfer agent,  the Company had
approximately 1,050 stockholders of record as of August 31, 2001.

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 May 14, 2001 the Company  completed its  acquisition  of GO Software and
issued the sole  shareholder  of GO Software  1,000,000  shares of the Company's
common stock.  866,667  shares were  delivered to the former  shareholder  of GO
Software and 133,333 shares are being held in escrow, to be released on July 10,
2002,  less  any  amounts  due (at  the  rate  of  $3.00  per  share)  based  on
representations made as part of the agreement related to the acquisition.

     On  February 9, 2001,  the Company  completed  its  acquisition  of Net400.
100,000  shares were  delivered to the former  Net400  shareholders  and 200,000
shares  are  being  held in  escrow,  to be  released  based on sales of  Net400
products and services during the two year period ending January 31, 2003, at the
rate of one share for each $3.50 in sales.  All  escrowed  shares are subject to
release if the Company is acquired.

     On February 15, 2001,  the Company  completed its  acquisition  of S.A.F.E.
300,000 shares were delivered to the former  S.A.F.E.  shareholders  and 100,000
shares are being held in escrow,  to be released if at least $5,000,000 has been
contributed  to the Company's  net revenue by the sale of S.A.F.E.  software and
services (excluding equipment

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<PAGE>

sales)  for the  period  commencing  with the  effective  date of the merger and
ending June 30, 2002. All escrowed  shares are subject to release if the Company
is acquired.

     In November and December of 2000, the Company issued an aggregate of 96,000
shares of common stock in exchange  for certain debt which had a carrying  value
of $302,775.

     On August 10, 2000,  the Company  issued  37,500  shares of common stock to
Glenn E. Cohen in connection with his termination agreement with the Company.

     On August 10, 2000, the Company issued 2,600,000 shares of common stock for
an aggregate  consideration of approximately $6.5 million in a private placement
to  approximately 90 accredited  investors.  The placement agent for the private
placement was First Montauk Securities Corp. who received $646,961 in commission
and expenses.  Net proceeds after  deduction of all related  expenses  amount to
$5,867,927.

     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").  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.

     All  issuances of securities  described  above were 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) merchant and financial  systems and services,  (ii)
software and services  for IBM  midrange  computer  systems (IBM iSeries and IBM
AS/400)  and (iii)  related  computer  consulting  services.  The  merchant  and
financial  systems and services are typically  used in  applications  related to
retail, mail and phone order, and Internet e-commerce.  The IBM midrange systems
software is categorized as "e-transaction  middleware," meaning that it provides
the connectivity and  communications  to facilitate the processing of electronic
transactions,   primarily   related  to  credit  card,  debit  card,  and  check
processing.

     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   (the   "Company")  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.

     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

                                       8
<PAGE>

Company. As a result, pro forma comparisons are not necessarily meaningful.  See
"Acquisitions  During Fiscal 2001" below for more  information  about our recent
acquisitions.

     For fiscal 2001, we have  categorized  our three primary sources of revenue
as license fees,  support and update  services,  and consulting  fees. In future
periods,  we will  report  transaction  processing  as an  additional  source of
revenue.  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  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.  Transaction  processing  revenue  will be
comprised of fees for providing merchants with stored value/gift card processing
and a gateway that allows  access to financial  networks for payment  processing
related to credit cards, debit cards, checks and similar items.

     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 alliance partners.  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 2001,  our net loss was  $2,614,444 on $3,774,664 in revenues
compared  to a net loss of $666,484 on  $2,193,265  in revenues in fiscal  2000.
During 2001,  pre-acquisition products and services growth was 23% and accretive
sales from our acquisitions created additional growth of 49%.

     Increased losses during 2001 as compared to 2000 were largely the result of
planned  expenditures from the proceeds of our August 2000 private placement for
research  and  development,   sales  and  marketing,  corporate  infrastructure,
expenses  related to the  integration  of our newly  acquired  subsidiaries  and
non-cash expenses related to depreciation and amortization.

REVENUES

--------------------------------------------------------------------------------
                                                   YEARS ENDING JUNE 30,
--------------------------------------------------------------------------------
CATEGORY:                                     2001         CHANGE       2000
--------------------------------------------------------------------------------
License Fees and Other                     $2,395,468         44%    $1,659,091
--------------------------------------------------------------------------------
Percentage of Revenue                              64%                       76%
--------------------------------------------------------------------------------
Support and Update Services                $  771,575         44%    $  534,174
--------------------------------------------------------------------------------
Percentage of Revenue                              20%                       24%
--------------------------------------------------------------------------------
Consulting Fees                            $  607,621        100%            --
--------------------------------------------------------------------------------
Percentage of Revenue                              16%                        0%
--------------------------------------------------------------------------------

     The increase in license fee revenue during 2001 was due to stronger  demand
for the Company's payment processing software which was the result of additional
marketing efforts,  while the remaining increase was primarily the result of the
acquisition of GO Software which contributed  additional  license fee revenue of
approximately  $500,000.  Exclusive  of  acquisitions,   the  Company's  pricing
structure  remained  substantially the same during 2001 as compared to 2000. The
acquisition of GO Software did not alter the Company's pricing structure for our
existing  products  which  operate on IBM  midrange  computers.  Pricing  for GO
Software's  products covers a broad range because  software pricing is typically
based on the computer platform on which the software operates.

                                       9
<PAGE>

     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.  Our  growth  was  parallel  to  our  license  fee  revenue
increases.

     Consulting  fee revenue for 2001  primarily  represents  fees for providing
programming  and computer  support  services by S.A.F.E.,  which was acquired in
February 2001. In prior years there were no such revenues.

OPERATING EXPENSES

--------------------------------------------------------------------------------
                                                   YEARS ENDING JUNE 30,
--------------------------------------------------------------------------------
OPERATING EXPENSES:                           2001         CHANGE       2000
--------------------------------------------------------------------------------
Sales & Marketing                          $  889,442        112%    $  419,651
--------------------------------------------------------------------------------
Percentage of Revenue                              24%                       19%
--------------------------------------------------------------------------------
General And Administrative                 $4,044,704         99%    $2,031,583
--------------------------------------------------------------------------------
Percentage of Revenue                             107%                       93%
--------------------------------------------------------------------------------
Research and Development                   $  736,627        100%            --
--------------------------------------------------------------------------------
Percentage of Revenue                              20%                       --
--------------------------------------------------------------------------------
Depreciation and Amortization              $  618,921         91%    $  323,464
--------------------------------------------------------------------------------
Percentage of Revenue                              16%                       15%
--------------------------------------------------------------------------------
Merger Expenses                            $  243,264        100%            --
--------------------------------------------------------------------------------
Percentage of Revenue                               6%                       --
--------------------------------------------------------------------------------

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 indirect channels and alliance  partners.  However,  we also sell
our products through our direct sales force,  which we will continue to develop.
Sales and marketing expenses in 2001 increased  primarily due to more aggressive
and expanded sales and marketing  efforts.  These efforts  reflect  management's
commitment to increase sales to expanding  markets,  both within our traditional
IBM  midrange  systems  marketplace,  as well as the new markets we have entered
through our acquisitions.  As a result,  sales commissions  increased $98,000 in
line with our increased sales.  Expenses related to the marketing  efforts of GO
Software resulted in additional charges of $135,000 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
2002 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.  These
expenses  increased  primarily due to the ramping up of our  infrastructure  and
administration in accordance with our long-term strategic growth objectives.  As
a result,  costs of facilities  increased  $165,000,  strategic  consulting fees
related to advisory  and capital  development  increased  $309,000,  incremental
general and administrative expenses related to acquired subsidiaries resulted in
an increase of $1,075,000, while the remaining increase in expenses was directly
due to our growth objectives related primarily to additional payroll and payroll
related  expenses  based on our  hiring  initiatives  required  for our  planned
growth.  Professional  fees increased  $150,000 in 2001 primarily as a result of
incremental  accounting  and  legal  services  incurred  due to our  acquisitive
activities  this year and our first  full  year of SEC  reporting  requirements.
Depreciation  and  amortization  increased  $295,457  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.

                                       10
<PAGE>

RESEARCH AND DEVELOPMENT

     Research and development  expenses totaled $736,267 in 2001compared to zero
in  2000.  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 Company
spent $508,000  enhancing our JavaCard product and $160,000 in developing stored
value/gift  card  software.  We expect  these costs to continue to  constitute a
similar  percentage of revenues in 2002 as we anticipate an increase in research
and development costs with the vast majority of our focus on the enhancement and
evolution  of our RiTA  product  line.  It is expected  that 33% of research and
development  resources  during 2002 will be spent on RiTA  enhancement,  35% for
PCCharge enhancement,  20% for JavaCard  enhancement,  10% for stored value/gift
card systems and the remainder on other projects.

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.

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 provides software
that facilitates e-mail and e-commerce communications and business transactions.
As   consideration,   we  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,  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. In conjunction with the above acquisitions, a
total of 300,000 shares are  contingently  issuable based on the  achievement of
certain earn out provisions in future periods.

     On May 14, 2001 ("Closing Date"), we acquired 100% of the outstanding stock
of GO Software  from Network  Commerce.  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 stipulated that if these shares
were not registered  with the SEC and 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.

     The merger  agreement  contains  put and call  provisions  which  expire 18
months  subsequent  to the Closing Date.  The put provision  states that Network
Commerce  may elect to sell back to the  Company any or all of the shares of the
our common stock that it holds in the event that the stock  price,  at any given
time,  is less than 67% of the market value of the stock as of the closing date.
The call  provision  states that we may elect to repurchase the shares issued to
Network Commerce if the stock price has exceeded 133% of the market value of the
stock as of the Closing Date.

LIQUIDITY AND CAPITAL RESOURCES

     In 2001,  cash used in operations  was primarily the result of our net loss
of $2,614,444  offset by non-cash charges of $238,159 for bad debts and $618,921
for  depreciation  and  amortization.  Our bad debt expense  includes a $150,000
write-down  of a $500,000  note  receivable  from a third  party.  Increases  in
accounts  receivable used cash of $270,623 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.

                                       11
<PAGE>

     In 2000,  cash  provided by operations of $123,514 was primarily the result
of our net loss of $666,484  being  offset by non-cash  charges of $407,975  and
increases in deferred revenues of $503,785.

     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 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  note receivable  arose in
anticipation of a business combination that ultimately did not close. The debtor
has  represented to us that payment will be remitted  during our second quarter,
2002.

     On September 17, 2001 we received an advance payment from a customer in the
amount of  $1,000,000  to be applied to license fees and referral fees earned by
us over a three year  period.  Under the  agreement,  we have  escrowed  certain
software  that is subject to release to the customer upon default by us. 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 has been retained by our Company as working capital.

     The  acquisition of GO Software has caused  duplication and excess capacity
in certain areas. We are in the process of realigning personnel and implementing
a cost reduction plan in the first quarter of fiscal 2002.  Reductions relate to
areas not essential to the  production of revenue or customer  support and areas
that are not expected to contribute to profitability during 2002.

     We have taken assertive  action to make cash flow from operations  positive
for this  fiscal  year.  A  substantial  amount of the cash used in 2001 was the
result of  non-recurring  expenses  including  reverse merger costs of $243,264,
expenditures  related  to  the  integration  of  acquisitions  of  approximately
$750,000, increased professional fees in conjunction with the mergers and filing
of statements with regulatory authorities of approximately  $120,000. We have no
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
expansion.  We have  determined to forego any further  acquisitions  in the near
term and to focus on  current  operations  within the core  competencies  of our
existing  business.  This  should  allow us to achieve  positive  cash flow from
operations during the current fiscal year, though no assurances can be made.

     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. We are  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 capital
will be  successful.  At this time,  we have no 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 will be adequate in 2002.
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 capital sources can be identified.

     In accordancewith the GO Software merger,  there exist certain put and call
provisions which expire 18 months  subsequent to the May 14,  2001closing  date.
The put provision  states that Network  Commerce,  GO  Software's  former parent
company,  may elect to sell back to us any or all of the shares of common  stock
it holds in the event that the stock price,  at any given time, is less than 67%
of the market  value of the stock as of the  closing  date,  which was $3.00 per
share.  The call  provision  states that we may elect to  repurchase  the shares
issued to Network  Commerce if the stock price has  exceeded  133% of the market
value of the stock as of the closing  date. If the put provision is exercised by
Network  Commerce,  the obligation would result in Network  Commerce  becoming a
general unsecured creditor of ours.

                                       12
<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.

                                       13
<PAGE>

ITEM 7.   FINANCIAL STATEMENTS

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


                                               CONSOLIDATED FINANCIAL STATEMENTS
                                              YEARS ENDED JUNE 30, 2001 AND 2000

<PAGE>

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

================================================================================


                                               CONSOLIDATED FINANCIAL STATEMENTS
                                              YEARS ENDED JUNE 30, 2001 AND 2000

<PAGE>

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

                                                                        CONTENTS

================================================================================


     REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                   2


     CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated balance sheets                                    3-4

         Consolidated statements of loss                                  5

         Consolidated statements of redeemable common stock and
         shareholders' equity (capital deficit)                           6

         Consolidated statements of cash flows                            7

         Notes to consolidated financial statements                    8-26

<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,
2001 and 2000,  and the  related  consolidated  statements  of loss,  redeemable
common stock and  shareholders'  equity (capital deficit) 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, 2001 and 2000 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 24, 2001

                                       F-2
<PAGE>

<TABLE>
<CAPTION>
============================================================================================

June 30,                                                                2001            2000
--------------------------------------------------------------------------------------------

ASSETS

CURRENT
<S>                                                             <C>             <C>
   Cash and cash equivalents (Note 1)                           $  1,244,031    $     28,568
   Accounts receivable, less allowance for doubtful accounts
     of $157,900 and $51,800, respectively                         1,513,429         612,308
   Note receivable, less allowance of $150,000 (Note 4)              350,000              --
   Prepaid expenses and other current assets                         182,711         131,503
--------------------------------------------------------------------------------------------

Total current assets                                               3,290,171         772,379

PROPERTY AND EQUIPMENT, NET (Note 3)                               1,589,354         939,685

GOODWILL AND OTHER INTANGIBLES, NET (Note 2)                       3,755,382              --

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

                                                                $  8,824,907    $  1,712,064
============================================================================================
</TABLE>

                                       F-3
<PAGE>

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

                                                     CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
================================================================================================

June 30,                                                                   2001             2000
------------------------------------------------------------------------------------------------

LIABILITIES AND REDEEMABLE COMMON STOCK AND
SHAREHOLDERS' EQUITY (CAPITAL DEFICIT)

CURRENT LIABILITIES
<S>                                                                <C>              <C>
   Line of credit (Note 5)                                         $         --     $    200,000
   Accounts payable                                                     249,527          104,673
   Accrued expenses                                                     596,439          230,076
   Note payable- shareholder (Note 6)                                   118,100               --
   Current portion of long - term debt - shareholder (Note 7)                --          198,484
   Current portion of long - term debt - other (Note 7)                  14,560           22,292
   Deferred revenue (Note 1)                                          1,478,491          683,062
   Other                                                                200,000           72,000
------------------------------------------------------------------------------------------------

Total current liabilities                                             2,657,117        1,510,587

Long - term debt - shareholder, less current portion (Note 7)                --          490,548
Long - term debt - other, less current portion (Note 7)                  12,878           16,701
Other long - term liabilities                                                --          257,025
------------------------------------------------------------------------------------------------

Total liabilities                                                     2,669,995        2,274,861
------------------------------------------------------------------------------------------------

COMMITMENTS (Notes 2, 9 and 13)

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

SHAREHOLDERS' EQUITY (CAPITAL DEFICIT) (Note 1)
   Common stock, 0.01 par value (100,000,000 shares authorized)          97,480           61,189
   Additional paid-in capital                                         6,984,223           28,361
   Accumulated deficit                                               (3,266,791)        (652,347)
------------------------------------------------------------------------------------------------

Total shareholders' equity (capital deficit)                          6,154,912         (562,797)
------------------------------------------------------------------------------------------------

                                                                   $  8,824,907     $  1,712,064
================================================================================================
                                    See accompanying notes to consolidated financial statements.
</TABLE>

                                       F-4
<PAGE>

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

                                                 CONSOLIDATED STATEMENTS OF LOSS

<TABLE>
<CAPTION>
===============================================================================================

Years ended June 30,                                                      2001             2000
-----------------------------------------------------------------------------------------------

REVENUE (Note 1)
<S>                                                               <C>              <C>
   License fees                                                   $  2,355,330     $  1,642,569
   Support and update services                                         771,575          534,174
   Consulting fees                                                     607,621               --
   Other                                                                40,138           16,522
-----------------------------------------------------------------------------------------------

Total revenue                                                        3,774,664        2,193,265
-----------------------------------------------------------------------------------------------

OPERATING EXPENSES
   Research and development costs                                      736,627               --
   General and administrative (including non-cash compensation
     expense of $0 and $84,511 in 2001 and 2000, respectively)       4,663,625        2,355,047
   Sales and marketing                                                 889,442          419,651
   Merger costs (Note 1)                                               243,264               --
-----------------------------------------------------------------------------------------------

Total operating expenses                                             6,532,958        2,774,698
-----------------------------------------------------------------------------------------------

Operating loss                                                      (2,758,294)        (581,433)

Interest income                                                        181,708               --
Interest expense                                                       (37,858)         (85,051)
-----------------------------------------------------------------------------------------------

NET LOSS                                                          $ (2,614,444)    $   (666,484)
===============================================================================================

BASIC AND DILUTED LOSS PER COMMON SHARE  (Note 1)                 $      (0.28)    $      (0.11)
===============================================================================================

BASIC AND DILUTED WEIGHTED AVERAGE
   COMMON SHARES OUTSTANDING (Note 1)                                9,414,476        6,064,414
===============================================================================================
                                   See accompanying notes to consolidated financial statements.
</TABLE>

                                       F-5
<PAGE>

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

                              CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK
                                      AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIT)
                                              YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
==============================================================================================================================

                                                                Redeemable
                                    Common Stock               Common Stock          Additional      Retained
                             -------------------------   -------------------------     Paid-In       Earnings
                               Shares         Amount       Shares         Amount       Capital       (Deficit)        Total
------------------------------------------------------------------------------------------------------------------------------

<S>                          <C>           <C>           <C>           <C>           <C>            <C>            <C>
BALANCE, June 30, 1999         5,955,407   $     1,333            --   $        --   $    14,137    $        --    $    15,470

   Recapitalization                   --        58,221            --            --       (58,221)            --             --

   Stock options exercised       163,511         1,635            --            --        86,582             --         88,217

   Net loss                           --            --            --            --            --       (666,484)      (666,484)
------------------------------------------------------------------------------------------------------------------------------

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
==============================================================================================================================
                                                                  See accompanying notes to consolidated financial statements.
</TABLE>

                                       F-6
<PAGE>

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

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
============================================================================================================

Years ended June 30,                                                                    2001            2000
------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                             <C>             <C>
   Net loss                                                                     $ (2,614,444)   $   (666,484)
   Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
       Non-cash compensation expense                                                      --          84,511
       Bad debt expense                                                              238,159              --
       Depreciation and amortization                                                 618,921         323,464
       Changes in working capital items, net of effect of businesses acquired
         Accounts receivable                                                        (270,623)       (211,987)
         Prepaid expenses and other current assets                                   (50,850)       (131,503)
         Accounts payable                                                            (63,482)         41,652
         Accrued expenses                                                            (49,183)        180,076
         Deferred revenues                                                           511,136         503,785
------------------------------------------------------------------------------------------------------------

Cash provided by (used in) operating activities                                   (1,680,366)        123,514
------------------------------------------------------------------------------------------------------------

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                                               (206,004)        (40,431)
------------------------------------------------------------------------------------------------------------

Cash used in investing activities                                                 (2,126,586)        (40,431)
------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
   Proceeds from the exercise of stock options                                           180           3,706
   Proceeds from the issuance of common stock                                      5,867,927              --
   Repayments of long term debt                                                     (695,692)       (193,523)
   Advances (repayments) under note payable                                         (200,000)        200,000
   Other liabilities                                                                  50,000         (64,698)
------------------------------------------------------------------------------------------------------------

Cash provided by (used in) financing activities                                    5,022,415         (54,515)
------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH                                                               1,215,463          28,568

CASH AND CASH EQUIVALENTS, beginning of year                                          28,568              --
------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of year                                          $  1,244,031    $     28,568
============================================================================================================
                                                See accompanying notes to consolidated financial statements.
</TABLE>

                                       F-7
<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   and   subsidiaries   d/b/a  ROI
          Corporation (the "Company") markets (i) merchant and financial systems
          and  services,  (ii)  software and services for IBM midrange  computer
          systems  (IBM  iSeries  and IBM  AS/400)  and (iii)  related  computer
          consulting  services.  The merchant and financial systems and services
          are typically used in applications  related to retail,  mail and phone
          order, and Internet  e-commerce.  The IBM midrange systems software is
          categorized as  "e-transaction  middleware,"  meaning that it provides
          the  connectivity and  communications  to facilitate the processing of
          electronic transactions, primarily related to credit card, debit card,
          and check processing.

          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  revenue  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 will be released  from escrow from time to time over a six year
          period based on  predetermined  financial  thresholds  or in full upon
          acquisition of the Company.  There is no requirement  for the officers
          to remain  employees of the Company in order to receive their escrowed
          shares.

                                       F-8
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          PRINCIPLES OF CONSOLIDATION

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

          PROPERTY AND EQUIPMENT

          Property  and  equipment  are  stated  at  cost,  net  of  accumulated
          depreciation  and  amortization.  Depreciation  is provided  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 2001 and 2000,  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.

                                       F-9
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          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.

          ADVERTISING COSTS

          Advertising  is charged to  expenses  during the period in which it is
          incurred.  Total advertising  expenses for the fiscal years ended June
          30, 2001, and 2000 were $280,404 and $286,712, 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  stockholders  per share is presented in
          accordance with SFAS No. 128,  "Earnings Per Share." Basic and diluted
          net loss  available to common  stockholders  per share is based on the
          weighted average number of shares of common stock  outstanding  during
          the period. In periods in which they have

                                      F-10
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          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,
          2001 and 2000,  the  following  common  shares were  antidilutive  and
          accordingly, were excluded from the computation of loss per share:

                                                   2001               2000
          -----------------------------------------------------------------

          Contingently issuable shares          300,000                 --
          Stock options                         325,567              9,300
          Warrants                              856,664                 --
          -----------------------------------------------------------------

                                              1,482,231              9,300
          =================================================================

          All periods  presented have been restated to reflect the effect of the
          Company's  3.35-for-1  stock  split  and the 1- for- 3  reverse  stock
          split, effective November 1, 1999.

          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. When any such impairment exists
          the related assets will be written down to fair value.

                                      F-11
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

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

          Goodwill                            3-5 years
          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 1998, the Financial Accounting Standards Board issued SFAS No.
          133,  Accounting for Derivative  Instruments  and Hedging  Activities.
          SFAS No. 133 establishes  accounting and reporting standards requiring
          that  every  derivative   instrument,   including  certain  derivative
          instruments  imbedded in other  contracts,  be recorded in the balance
          sheet as either an asset or liability  measured at its fair value. The
          statement also requires that changes in the derivative's fair value be
          recognized in earnings unless specific hedge  accounting  criteria are
          met. SFAS No. 137 delayed the effective date of SFAS No. 133 to fiscal
          years  beginning  after June 15, 2000. The Company's  adoption of SFAS
          No. 133 did not have a material  impact on its  financial  position or
          results of operations.

          The   Financial    Accounting    Standards   Board   ("FASB")   issued
          Interpretation  No. 44  ("Interpretation"),  "Accounting  for  Certain
          Transactions  involving Stock  Compensation,  an Interpretation of APB
          Opinion No. 25" which was effective July 1, 2000.  The  interpretation
          clarified  (a) the  definition  of employee  for  purposes of applying
          Opinion  25,  (b)  the  criteria  for  determining   whether  a  stock
          compensation plan qualifies as a noncompensatory plan, (c) the

                                      F-12
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          accounting  consequence  of  various  modifications  to the terms of a
          previously  fixed stock option or award, and (d) the accounting for an
          exchange  of stock  compensation  awards  in a  business  combination.
          Adoption  of the  provisions  of the  Interpretation  did  not  have a
          significant impact on the Company's financial statements.

          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  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, 2001, the net carrying amount of
          goodwill  and  other  intangible  assets is  $3,755,382.  Amortization
          expense during the period ended June 30, 2001 was $204,044. Currently,
          the Company is assessing but has not yet

                                      F-13
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          determined  how the  adoption of SFAS 141 and SFAS 142 will impact its
          financial position and results of operations.

          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 2001.

                                      F-14
<PAGE>

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

                                      NOTES TO CONSOLIDATED 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.

          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

                                      F-15
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          acquisition dates have been included within the consolidated financial
          statements.  In conjunction  with the above  acquisitions,  a total of
          300,000 shares are  contingently  issuable based on the achievement of
          certain earn out provisions in future periods.

          On May 14, 2001  ("closing  date"),  the company  acquired 100% of the
          outstanding  stock of GO Software,  Inc. ("GO") 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 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.

          The merger agreement  contains put and call provisions which expire 18
          months  subsequent to the closing date. The put provision  states 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, is less than 67% of the quoted market value
          of the stock as of the closing date, which was $3.00 per share. Should
          the put  provision be exercised by Network  Commerce,  the  obligation
          would  result in they  becoming a general  unsecured  creditor  of the
          Company.  The call  provisions  state  that the  Company  may elect to
          repurchase  the shares  issued to Network  Commerce if the stock price
          has  exceeded  133% of the quoted  market value of the stock as of the
          closing  date.  GO is  recognized as a leader in Windows based payment
          processing   solutions  with  over  35,000   activations  of  PCCharge
          products. In addition, GO's new Java engine, RiTA, is designed to work
          on virtually any platform including Windows,  Unix, Linux, OS/400, and
          Sun Solaris. RiTA complements ROI's new product design and is expected
          to be the foundation for the next generation of ROI products.

          Due to the put provisions  described above, the common stock issued in
          conjunction  with the GO acquisition  has been  classified  outside of
          equity as redeemable common stock. It is uncertain at this time if the
          put  provisions  will be exercised.  At such time that the exercise of
          the put becomes probable, the carrying amount of the redeemable common
          stock will be adjusted to its fair value.

                                      F-16
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          The following table summarizes the fair values of the assets acquired,
          liabilities  assumed and  consideration  given in connection  with the
          2001 acquisitions accounted for as purchases:

          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 each of the periods  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                             2001        2000
          ----------------------------------------------------------------

          Revenue                                $ 7,615,944   $ 6,317,276
          ----------------------------------------------------------------

          Net Loss                                (3,914,327)   (4,049,957)
          ----------------------------------------------------------------

          Net loss per share                           (0.37)        (0.54)
          ================================================================

                                      F-17
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           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:

                                                        2001          2000
          ----------------------------------------------------------------

          Computer equipment                     $   644,640   $    38,955
          Furniture and fixtures                     444,557        70,343
          Purchased software                       1,628,209     1,543,521
          ----------------------------------------------------------------

                                                   2,717,406     1,652,819
          Less accumulated depreciation and
          amortization                            (1,128,052)     (713,134)
          ----------------------------------------------------------------

                                                 $ 1,589,354   $   939,685
          ----------------------------------------------------------------

          Depreciation  expense was approximately  $414,900 and $323,400 for the
          years ended June 30, 2001 and 2000, respectively.

4.   NOTE RECEIVABLE

          In April 2000, the Company  entered into a note  receivable  agreement
          with a third party,  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 third  party.  The Company has
          subsequently  determined that the loan has become  partially  impaired
          and as such  recorded a reserve  against  the balance in the amount of
          $150,000 at June 30, 2001.

5.   LINE OF CREDIT

          The  Company  had a line of credit  with a bank with  interest  at the
          bank's prime rate (9.5% at June 30, 2000) plus 1%.  Advances under the
          line of credit  were  limited  to a maximum of  $200,000.  The line of
          credit was secured by  substantially  all of the  Company's  assets as
          well as personal guarantees signed by two shareholders of the Company.
          The  balance  outstanding  under  this line of credit  was paid off in
          August 2000 and, subsequently, the line was canceled by the bank.

                                      F-18
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

6.   NOTE PAYABLE-SHAREHOLDER

          The  Company  has  an  unsecured   note  payable  for  $118,100  to  a
          shareholder bearing no interest and is due on demand.

7.   LONG TERM DEBT

          Long term debt consisted of the following June 30:

                                                        2001          2000
          ----------------------------------------------------------------

          7.25% note payable to shareholder paid
          off in full in August 2000             $        --   $   663,255

          8.75% note payable to a bank paid off
          in full in August 2000                          --        38,993

          Unsecured Credit Card advances by a
          shareholder payments at rates varying
          from 9% to 9.7%. Paid  off in full in
          August 2000                                     --        25,777

          Other                                       27,438            --
          ----------------------------------------------------------------

          Total long term debt                        27,438       728,025
          Less current portion                       (14,560)     (220,776)
          ----------------------------------------------------------------

                                                 $    12,878   $   507,249
          ----------------------------------------------------------------

          Maturities of long-term debt are as follows:

               Year                            Amount
          --------------------------------------------

               2002                         $  14,560
               2003                            12,878
          --------------------------------------------
                                            $  27,438
          --------------------------------------------

                                      F-19
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

8.   ACCRUED EXPENSES

          Accrued expenses consisted of the following at June 30:

                                                        2001          2000
          ----------------------------------------------------------------

          Compensation                           $   497,374   $    79,932
          Consulting fees                             52,500       150,000
          Other                                       46,565           144
          ----------------------------------------------------------------

                                                 $   596,439   $   230,076
          ----------------------------------------------------------------

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 3,000,000 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:

                                                  2001                2000
          ----------------------------------------------------------------------
                                                    WEIGHTED            Weighted
                                                     AVERAGE             Average
                                                    EXERCISE            Exercise
                                            SHARES     PRICE   Shares      Price
          ----------------------------------------------------------------------

          Outstanding, beginning of year   235,801  $  34.15   226,501  $  35.55
             Granted                       320,767      3.22   179,811      0.03
             Exercised                      (6,000)     0.03  (163,511)     0.03
             Cancelled                      (5,751)   100.00    (7,000)     0.03
          ----------------------------------------------------------------------

          Outstanding, end of year         544,817  $  15.58   235,801  $  34.15
          ======================================================================

          Exercisable, end of year         224,050             226,501
          ======================================================================

                                      F-20
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          The  following  table  summarized   information  about  the  Company's
          outstanding stock options as of June 30, 2001.

<TABLE>
<CAPTION>
          -----------------------------------------------------------------------------------
                      Options Outstanding                                Options Exercisable
          ----------------------------------------------------------   ----------------------
                                            Weighted-
                                             Average        Weighted      Number     Weighted
            Range of         Number         Remaining       Average    Exercisable   Average
            Exercise     Outstanding at    Contractual      Exercise     at June     Exercise
              Price       June 30, 2001       Life           Price      30, 2001      Price
          -----------------------------------------------------------------------------------
                                            (years)
<S>                          <C>              <C>           <C>           <C>        <C>
                  $0.03        3,300          1.6           $ 0.03         3,300     $ 0.03
           1.50 -  3.75      320,767          4.5             3.22             -       -
           5.00 - 10.00       36,500          2.4             6.92        36,500       6.92
          25.00 - 50.00      184,250          1.3            39.10       184,250      39.10
          -----------------------------------------------------------------------------------
                             544,817          2.7           $15.58       224,050     $33.15
          ===================================================================================
</TABLE>

          The  weighted  average fair value of options  granted  during the year
          ended  June  30,  2001 was  $3.22  per  share.  The  weighted  average
          remaining life of options outstanding at June 30, 2001 was 2.7 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.

          As  noted  above,  the plan  states  that  shares  may be  granted  to
          employees  at a price not less than fair  market  value at the time of
          the  grant.   Notwithstanding  the  foregoing,   it  was  subsequently
          determined  that the fair market  value of options  issued  during the
          year  ended June 30,  2000 was $.50 per share.  This was caused by the
          Company's  eventual  reverse merger into a public shell  subsequent to
          year-end,  which  created  a  public  market  for the  newly  combined
          companies'  stock.  As a result,  compensation  expense of $84,511 was
          recorded  during the year ended June 30,  2000 to reflect  the options
          granted at a discount.

          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:

                                      F-21
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          Years Ending June 30,                         2001          2000
          ----------------------------------------------------------------

          Net loss, as reported                  $(2,614,444)  $  (666,484)

          Pro forma                               (2,711,561)     (668,282)
          ================================================================

          Basic and diluted loss per
            share, as reported                   $     (0.28)  $     (0.11)

          Pro forma                                    (0.29)        (0.11)
          ================================================================

          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,                         2001          2000
          ----------------------------------------------------------------

          Risk free interest rate                      5.05%         5.94%
          Volatility factor                              91%           75%
          Expected option life                             3             5
          ================================================================

          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 warrants are outstanding as of June 30, 2001.

                                      F-22
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

10.  INCOME TAXES

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

          Years Ending June 30,                         2001          2000
          ----------------------------------------------------------------

          Deferred federal income tax
             benefit                             $(1,037,000)  $  (223,900)
          Deferred state income tax
             benefit, net of federal tax
             benefit                                (183,300)      (41,000)
          Change in valuation
             allowance                             1,220,300       264,900
          ----------------------------------------------------------------

                                                 $        --   $        --

          ================================================================

          As of June 30,  2001  and  2000,  deferred  tax  assets  (liabilities)
          comprised the following:

          Years ended June 30,                          2001          2000
          ----------------------------------------------------------------

          DEFERRED TAX ASSETS
             Net operating loss
               carryforward                      $   753,000   $   301,000
             Stock option compensation
               not currently deductible               33,800        33,800
             Deferred revenue                        591,400            --
             Reserves not currently
               deductible                            117,000        33,600
          ----------------------------------------------------------------

          Total deferred tax assets                1,495,200       368,400
          ----------------------------------------------------------------

          DEFERRED TAX LIABILITIES
             Accumulated depreciation                     --       (93,500)
          ----------------------------------------------------------------

          Total deferred tax                              --       (93,500)
          liabilities
          ----------------------------------------------------------------

          Net deferred tax asset                   1,495,200       274,900
          Valuation allowance                     (1,495,200)     (274,900)
          ----------------------------------------------------------------

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

                                      F-23
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          The Company has net operating loss  carryforwards  available to reduce
          future  taxable  income,  if any,  of  approximately  $1,883,000.  The
          benefits from these carryforwards  expire through 2021. As of June 30,
          2001,  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  (Capital  Deficit)  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,  2001  the  Company's  net  accounts  receivable  are
          approximately $1,513,000.  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.

                                      F-24
<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
          ---------------------------------------------

              2002                          $   697,561
              2003                              693,447
              2004                              634,280
              2005                              337,251
              2006                               21,911
          ---------------------------------------------

              Total                         $ 2,384,450
          =============================================

          Rent  expense  relating to these  operating  leases was  approximately
          $297,000 and $49,200 for 2001 and 2000, respectively.

          In  conjunction  with the reverse  merger,  the company  entered  into
          consulting  agreements with two separate  parties.  Under the terms of
          the consulting agreements, one party will receive $5,000 per month for
          two years from the  reverse  merger  date and the other  will  receive
          $5,000 per month for four years from the reverse merger date 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,  2001  and  2000  were
          approximately $23,400 and $15,300, respectively.

                                      F-25
<PAGE>

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

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

================================================================================

          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,  2001  and  2000,
          respectively.

15.  SUBSEQUENT EVENTS

          On September 17, 2001 the company entered into a referral and reseller
          agreement with a third party whereby ROI would refer  merchants to the
          third 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  in  stepped  increments  over  a 3  year  period  from  the
          effective date of the agreement. In accordance with the agreement, ROI
          is required to place  certain of its software  source codes in escrow,
          with the third party named as  beneficiary,  in event of the Company's
          default on the agreement. The third party has also received vested and
          exercisable  options to purchase an aggregate of  $5,000,000 in shares
          at a rate of $4 per share during the first year of the  agreement  and
          $5 per share subsequent to that date. As a result, it is expected that
          the Company will  account for these  options in  accordance  with EITF
          96-18,  "Accounting  for Equity  Instruments  that are issued to other
          than employees for acquiring or in conjunction with selling, goods and
          services."

16.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                        2001          2000
          ----------------------------------------------------------------

          Cash paid for interest
             during the year                     $    37,858   $    85,051
          ================================================================

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


17.  FOURTH QUARTER ADJUSTMENTS

          During the fourth  quarter of the year-end June 30, 2001,  the company
          recorded  a   reduction   in  revenues   of   approximately   $594,000
          representing  amounts to be deferred  per SOP 97-2  "Software  revenue
          recognition".

18.  SEGMENTS

          Based on the standards  described in SFAS No. 131,  "Disclosures about
          Segments of an Enterprise  and Related  Information",  the Company has
          determined it operates in a single  operating  segment:  a provider of
          software,   services  and  related   consulting   in  the   electronic
          transaction environment.

                                      F-26
<PAGE>

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

     On March 20,  2000,  NTTI  appointed  BDO Seidman,  LLP as its  independent
auditors.  On March 20, 2000, NTTI dismissed  Mirsky,  Furst & Associates as its
independent public accountants.  The decision to change independent  accountants
was  recommended  and  approved by the Board of  Directors.  During the two most
recent fiscal years, none of the reports on the Company's  financial  statements
contained  an adverse  opinion or a  disclaimer  of opinion or was  qualified or
modified as to uncertainty,  audit scope or accounting principles. In connection
with its audits for the two most recent fiscal years and any subsequent  interim
period,  there  have  been  no  disagreements  with  the  Company's  independent
accountants  on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure.

                                       14
<PAGE>

                                    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.

NAME                     AGE    POSITION
----                     ---    --------
Charles A. McRoberts .    51    Chairman of the Board
John W. McRoberts ....    48    Director
Charles Pecchio, Jr ..    54    President, Chief Executive Officer, and Director
Guy R. Wilcox ........    43    Chief Financial Officer

     CHARLES A. MCROBERTS  (brother of John W. McRoberts)  serves as Chairman of
the Board of ROI and functions in the role of Alliances Manager, responsible for
establishing  and maintaining  strategic  alliances with  consultants,  referral
partners, and resellers.  He served as Chairman of the Board of Results Oriented
Integration  Corporation  from 1996 until its reverse  merger in August 2000. 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.
Mr.  McRoberts  was a  Second  Lieutenant  in the U. S.  Army  at Fort  Benning,
Georgia.  He managed a military  police platoon and was Officer in Charge of the
Narcotic and Drug Detection Squad.

     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., is our President and Chief Executive  Officer and a
director.  He served as a director of Results Oriented  Integration  Corporation
from 1996 until its reverse  merger in August 2000.  Since 1993, he has provided
consulting  services  related  to  mergers  and  acquisitions  to  Atlanta  area
companies  and has served as a director of Hoffman & Co,  Inc.,  an  engineering
firm.  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 in the U.S., the U.K, Germany,  France,  and Switzerland.  Mr. Pecchio
was a co-founder,  and served as President and CEO of  International  Management
Group,  Ltd. (IMG), a venture  management  company,  from 1985 until its sale to
Spiro in 1988.  He  negotiated  the  acquisition  by IMG of Honest Face Systems,
Inc., a check  guaranty  and  financial  transaction  processing  company,  from
Telecredit  (now  Equifax).  He served as President  and CEO of Honest Face from
1986 to 1988 and  negotiated  its sale to Comdata  Holdings  Corporation  (now a
subsidiary of Ceridian Corporation).  Mr. Pecchio's previous experience includes
financial,  sales,  and  management  positions  with  IBM  Corporation,  General
Computer Corp., TeleVideo Systems, and NEC Information Systems.

     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.

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

                                       15
<PAGE>

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 Guy R. Wilcox (Chief  Financial  Officer),
John W. McRoberts  (Director),  and Timothy R. Minster  (outside  advisor).  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),  Sharon W. Penn  (outside  advisor) and  Catherine
Rager (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 Linda Gray Pecchio  (employee),  Miriam
K. McDonald (employee),  Frederick P. Lutz (consultant),  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.

     The Technology  Committee is still in the  development  stage and we are in
the process of evaluating several candidates to serve on this committee.

     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.

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.

ITEM 10.  EXECUTIVE COMPENSATION

     The following summary compensation table sets forth the compensation earned
by certain  executive  officers  serving at the end of fiscal 2001.  None of our
other executive  officers who served in fiscal 2001 earned $100,000 in aggregate
compensation for that year.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                               FISCAL                          ALL OTHER
     NAME AND PRINCIPAL POSITION                YEAR    SALARY    BONUS (1)   COMPENSATION
     ---------------------------                ----    ------    ---------   ------------
------------------------------------------------------------------------------------------
<S>                                             <C>     <C>        <C>            <C>
Charles Pecchio, Jr.                            2001    $85,000    $113,997        --
Chief Executive Officer and President           2000    $80,000    $ 94,376        --
                                                1999    $68,678    $ 48,512        --
------------------------------------------------------------------------------------------
</TABLE>

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

     (1)  Includes sales commissions

                                       16
<PAGE>

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

     Under the Employment Agreement between ROI and Charles Pecchio,  Jr., dated
August 10,  2000,  ROI has agreed to pay Mr.  Pecchio an annual  base  salary of
$85,000,  commissions  and a  performance  bonus as  determined  by the Board of
Directors  of ROI,  in its  sole  discretion.  If Mr.  Pecchio's  employment  is
terminated  for any reason,  Mr. Pecchio has agreed that, for one (1) year after
such termination,  he will not directly or indirectly solicit or divert business
from ROI or assist any  business in  attempting  to do so or solicit or hire any
person who was an employee of ROI during the term of his Employment Agreement or
assist any business in attempting to do so.

     Under the  Termination  Agreement  between  the Company and Glenn E. Cohen,
dated as of August 10, 2000,  and the related  Services  Agreement,  the Company
granted Mr.  Cohen  37,500  shares of  restricted  common  stock with  piggyback
registration rights in exchange for the termination of his Employment Agreement.
Under the terms of the  Services  Agreement,  Mr.  Cohen will be paid $2,000 per
month for consulting services for a period of thirty-six (36) months.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth  information  as of September 18, 2001 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>
Network Commerce Inc./None(1)...............................                 833,333             7.5%
Charles A. McRoberts/Chairman of the Board..................               2,449,867 (2)        22.2%
John W. McRoberts/Director..................................               1,414,740 (3)        12.8%
Charles Pecchio, Jr./President, CEO, Director...............               2,002,931 (4)        18.1%

All current Directors as a group (3 persons) ...............               5,867,538            53.1%
</TABLE>

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

     (1)  The address of Network  Commerce is 411 First Avenue South,  Suite 200
          N, Seattle, Washington 98104. A proxy for voting these shares has been
          granted  to the  Company's  Chairman  through  October  31,  2001.  In
          accordance with the GO Software merger agreement,  there exist certain
          put and call provisions  which expire 18 months  subsequent to the May
          14,  2001closing  date. The put provision states that Network Commerce
          may elect to sell back to us any or all of the shares of common  stock
          it holds in the event that the stock price, at any given time, is less
          than 67% of the  market  value of the  stock as of the  closing  date,
          which was $3.00 per share. The call provision states that we may elect
          to repurchase the shares issued to Network Commerce if the stock price
          has  exceeded  133% of the market value of the stock as of the closing
          date.
     (2)  Includes  6,000  shares of common  stock  held by his  spouse,  12,200
          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.

                                       17
<PAGE>

     (3)  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.
     (4)  Includes  11,111  shares  of  common  stock  held  by his  spouse  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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

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:

A report on Form 8-K was filed on  September  5, 2000,  describing  the  reverse
merger of Results Oriented Integration  Corporation with Net/Tech International,
Inc.  The  items  reported   thereunder  were  Item  1  (Change  in  Control  of
Registrant),  Item 2 (Acquisition of Assets),  Item 5 (Other Events), and Item 7
(Financial Statements and Exhibits).

A report  on Form  8-K/A was filed on  October  26,  2000,  adding  the  audited
financial  statements  to the Form 8-K filed August 10, 2000.  The item reported
thereunder was Item 7 (Financial Statements and Exhibits).

A report on Form 8-K was filed on February 23, 2001,  describing  the  Company's
acquisition  of Net400,  Inc.  The item  reported  thereunder  was Item 5 (Other
Events and Regulation FD Disclosure).

A report  on Form 8-K was  filed on March  2,  2001,  describing  the  Company's
acquisition of S.A.F.E.  Systems, Inc. The items reported thereunder were Item 2
(Acquisition of Assets) and Item 7 (Financial Statements and Exhibits).

A report on Form 8-K/A was filed on April 13, 2001, adding the audited financial
statements to the Form 8-K filed March 2, 2001. The item reported thereunder was
Item 7 (Financial Statements and Exhibits).

A  report  on Form 8-K was  filed  on May 25,  2001,  describing  the  Company's
acquisition  of GO  Software,  Inc. and the  resignation  of Glenn E. Cohen as a
Director.  The items reported  thereunder  were Item 2 (Acquisition  of Assets),
Item 6 (Resignation of Registrant's Director),  and Item 7 (Financial Statements
and Exhibits).

                                       18
<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 28, 2001

                                        By:/s/Charles Pecchio, Jr.

                                        Charles Pecchio, Jr.
                                        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.

NAME                           TITLE                          DATE
----                           -----                          ----


/s/ Charles Pecchio, Jr.       President, Chief Executive     September 28, 2001
------------------------       Officer and Director
Charles Pecchio, Jr.


/s/ Guy R. Wilcox              Chief Financial Officer        September 28, 2001
------------------------
Guy R. Wilcox


/s/ Charles A. McRoberts       Chairman of the Board          September 28, 2001
------------------------
Charles A. McRoberts

                                       19
<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,
          Net400  Acquisition  Corporation,  Net400,  Inc.,  Wilton M. Rooks and
          Elizabeth P. Murdoch (filed herewith).

 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 (filed herewith).

 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 of Return On Investment  Corporation,  a Delaware  Corporation
          (filed herewith).

 4.1      Form  of  Registration   Rights  Agreement  by  and  among  Return  On
          Investment Corporation and the Holders of common stock acquired in the
          private placement of August 10, 2000 (filed herewith).

10.1*     Employment  Agreement,  dated as of August 10,  2000,  by and  between
          Return On Investment  Corporation  d/b/a ROI  Corporation  and Charles
          Pecchio,  Jr. (incorporated by reference to Schedule A to exhibit 2 to
          Return On Investment Corporation's Report on Form 8-K, filed September
          5, 2000).

10.2*     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  (filed
          herewith).

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).

16.1      Letter from  Mirsky,  Furst &  Associates,  P.A.  regarding  change in
          certifying  accountant,  dated April 12, 2000 Cohen  (incorporated  by
          reference  to exhibit 16 to  Net/Tech  International,  Inc.'s  Amended
          Report on Form 8-K/A, filed April 14, 2000).

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

* Indicates management contract or compensatory plan.

                                       20