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

                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)

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

                     For the fiscal year ended June 30, 2002

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

               For the transition period from ________ to ________

                        Commission file number 033-36198

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

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


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

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

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

    Title of each class                      Name of each exchange on which
                                                        registered
Common Stock, $.01 par value                   Nasdaq OTC Bulletin Board


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

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

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

     State the number of shares outstanding of each of the registrant's  classes
of common equity,  as of the latest  practicable  date:  11,199,186 shares as of
September 25, 2002.

     Documents Incorporated by Reference: None.

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

<PAGE>

                                EXPLANATORY NOTE

     This  Amendment  No. 1 to Annual  Report on Form  10-KSB is being  filed by
Return On Investment Corporation for the purpose of correcting certain errors on
the facing  cover of its Annual  Report on Form 10-KSB for the fiscal year ended
June 30, 2002, for the purpose of correcting certain  inadvertent errors in Part
III by amending "Item 11: Security  Ownership of Certain  Beneficial  Owners and
Management" to include the equity  compensation plan information set forth below
and for the purpose of filing a new Exhibit  3.2,  Amended  By-laws of Return On
Investment  Corporation.  No other  changes  have been made to the  Registrant's
Annual Report on Form 10-KSB for the year ended June 30, 2002.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EQUITY PLAN COMPENSATION INFORMATION

     The  following  table sets forth certain  information  as of June 30, 2002,
about shares of Common Stock  outstanding  and available for issuance  under the
Company's  existing equity  compensation  plan, the ROI Corporation Common Stock
Long Term  Incentive  Plan (the "Plan").  Under the Plan,  the Company may grant
stock options and other awards from time to time to key employees of the Company
and  its  subsidiaries.   The  Plan  was  initially   approved  and  adopted  by
stockholders in 2000.

<TABLE>
<CAPTION>
                                                                                               NUMBER OF SECURITIES
                                                                                             REMAINING AVAILABLE UNDER
                                                 NUMBER OF SECURITIES                        EQUITY COMPENSATION PLANS
                                                   TO BE ISSUED UPON       WEIGHTED-AVERAGE    (EXCLUDING SECURITIES
                                                     EXERCISE OF        EXERCISE PRICE OF           REFLECTED
PLAN CATEGORY                                     OUTSTANDING OPTIONS   OUTSTANDING OPTIONS    IN THE FIRST COLUMN)
----------------------------------------------  ----------------------  -------------------   ----------------------
<S>                                                      <C>                   <C>                      <C>
Equity compensation plans approved by
   stockholders..............................            324,517               $3.73                    675,483
Equity compensation plans not approved by
stockholders*................................                 --                  --                          --
                                                       ---------             -------                  ----------
Total........................................            324,517               $3.73                    675,483
</TABLE>

* Note: The Company does not have any equity  compensation plans not approved by
stockholders.

<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: October 11, 2002
                                       By: /s/ Arol Wolford
                                           -------------------------------
                                           Arol Wolford
                                           President and Chief Executive Officer

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
NAME                                     TITLE                                  DATE
----                                     -----                                  ----
<S>                                      <C>                                    <C>

/s/ Arol Wolford                         President, Chief Executive Officer     October 11, 2002
------------------------------           and Director (Principal Executive
Arol Wolford                             Officer)

/s/ Guy R. Wilcox                        Chief Financial Officer (Principal     October 11, 2002
------------------------------           Financial and Accounting Officer)
Guy R. Wilcox

/s/ Charles Pecchio, Jr.                 Chairman of the Board                  October 11, 2002
------------------------------
Charles Pecchio, Jr.

/s/ Charles A. McRoberts                 Director                               October 11, 2002
------------------------------
Charles A. McRoberts

                                         Director                               October 11, 2002
------------------------------
John W. McRoberts

/s/ Theo P. VanderBoom                   Director                               October 11, 2002
------------------------------
Theo P. VanderBoom

                                         Director                               October 11, 2002
------------------------------
Laura Rogers
</TABLE>

<PAGE>

                                 CERTIFICATIONS

I, Arol Wolford, certify that:

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

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

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

Date: October 11, 2002

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


I, Guy R. Wilcox, certify that:

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

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

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

Date: October 11, 2002

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

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                             DESCRIPTION

3.2       Amended  By-laws  of  Return On  Investment  Corporation,  a  Delaware
          Corporation (filed herewith).