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, 2003

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

               For the transition period from ________ to ________

                        Commission file number 033-36198

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

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


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

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

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

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

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

                     Common Stock, par value $.01 per share

     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: $7,861,262.

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<PAGE>

     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:  $8,614,000 based on the closing sales
price of $1.72 as of September 22, 2003 as reported on the OTC Bulletin Board.

     State the number of shares outstanding of each of the registrant's  classes
of common equity,  as of the latest  practicable  date:  11,323,494 shares as of
September 22, 2003.

     Documents Incorporated by Reference: None.

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

                                       ii
<PAGE>

                        RETURN ON INVESTMENT CORPORATION

                         2003 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

PART I.
                                                                            PAGE
Item 1.   Description of Business                                              1
Item 2.   Description of Properties                                            7
Item 3.   Legal Proceedings                                                    7
Item 4.   Submission of Matters to a Vote of Security Holders                  7

PART II.

Item 5.   Market for Common Equity and Related Stockholder Matters             8
Item 6.   Management's Discussion and Analysis or Plan of Operation            9
Item 7.   Financial Statements                                                22

Item 8.   Changes In and Disagreements with Accountants on
          Accounting and Financial Disclosure                                 22
Item 8A.  Controls and Procedures                                             22

PART III.

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                   22
Item 10.  Executive Compensation                                              25
Item 11.  Security Ownership of Certain Beneficial Owners and Management      27
Item 12.  Certain Relationships and Related Transactions                      27
Item 13.  Exhibits and Reports on Form 8-K                                    28
          Signatures                                                          29
          Index to Exhibits                                                   30
          Financial Statements                                               F-1

                                      iii
<PAGE>

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL

     Return On Investment  Corporation  d/b/a ROI Corporation  (the "Company" or
"ROI") was  incorporated  in Delaware in 1990 as  Net/Tech  International,  Inc.
("NTTI"). On August 10, 2000, the Company completed a reverse merger that merged
Results Oriented Integration Corporation 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.  The Company's principal executive offices are
located  at 1825  Barrett  Lakes  Boulevard,  Kennesaw,  Georgia  30144  and the
Company's telephone number is (770) 517-4750.

     ROI has two  subsidiaries,  one of which develops and markets  software and
services for credit card, debit card and check transaction  processing and which
offerings  include  payment  processing  software for  virtually  any  computing
platform  including  Windows,  Unix and  Linux,  and the  other  which  provides
connectivity  and  communications  software  for  IBM  midrange  computers  that
facilitates   e-mail  and  e-commerce   communications  and  system  and  device
connectivity.  ROI also has a new division  that  develops and markets  software
solutions for the construction community.

     Application software,  such as retail point-of-sale software and e-commerce
shopping  cart  software,   typically  does  not  provide   payment   processing
capabilities.  ROI 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.  ROI
customers for payment processing products and services range from small to large
retailers,  mail and phone  order  companies  and  Internet  marketers.  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.

     The Company's products and services are branded according to the subsidiary
that markets them.  The  subsidiary GO Software,  Inc.  ("GO")  markets  payment
processing and connectivity software,  including PCCharge,  RiTA, AS/400 Support
for  POS-port  and  JavaCard.  On July 1,  2002,  the  product  lines  that were
previously marketed by the subsidiary Net400, Inc. ("Net400") are being marketed
and  supported  by GO.  These  software  products  for  IBM  midrange  computers
facilitate e-mail and e-commerce communications, system and device connectivity,
and business-to-business and  business-to-consumer  transactions.  The Company's
new Tectonic Solutions division  ("Tectonic")  discussed further below has begun
marketing its products under the Tectonic brand name.  Through June 30, 2003, we
have  operated in one  operating  segment:  a provider of software  services and
related  consulting in the electronic  transaction  environment.  We expect that
Tectonic will represent a second operating segment in future periods.  There was
no  significant  activity in regards to Tectonic  during 2003. The operations of
the Campana Data, Inc.  (formerly  S.A.F.E.  Systems,  Inc.) were  substantially
curtailed  during the year ended June 30, 2002 and  finalized  October 31, 2002.
Campana Data provided software consulting services to the supermarket  industry,
a service line we decided to forego.

     In March  2003,  the  Company  launched  its new  Tectonic  division.  This
division  will provide IT solutions  that  facilitate  the way building  product
information  is  organized,  displayed,  and  distributed  by  building  product
manufacturers  and  distributors.  Tectonic's  solutions  enable  designers  and
builders  to more easily  locate,  understand,  select,  and  purchase  building
products. This is especially profound in the highly fragmented $860 billion U.S.
construction  industry (U.S.  Census Bureau,  2002). The launch of this division
represents  a new  approach  for the  Company  as it seeks to  develop  vertical
markets to take  advantage of core  knowledge  within the Company and management
team as well as to harness the  Company's  infrastructure  to provide new growth
areas for the Company. The first market that was chosen is that of construction,
and  management  believes that in order to further move forward as a Company the
development  of targeted  vertical  markets  represents  a key  opportunity.  In
launching Tectonic, the Company has secured the services of a number of seasoned
professionals  from the  construction  industry and in a  relatively  short time
frame has already developed seven specific customizable product offerings

<PAGE>

and solutions for building product data  organization and use,  including having
signed up the first customer in July 2003.  This division  strictly  represented
start up costs in the fiscal year ended June 30, 2003.

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

     In February  2001,  the  Company  acquired  Net400,  Inc.,  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 ROI common stock.  Of those
shares,  100,000  shares were  delivered to the former Net400  stockholders  and
200,000 shares were held in escrow, to be released once each year based on sales
of Net400 products and services during the one-year period from February 1, 2001
through  January 31, 2002, and the one-year period from February 1, 2002 through
January 31, 2003,  at the rate of one share for each $3.50 in sales.  At the end
of the first and second one year period,  42,806 and 60,502 shares were released
from escrow, respectively. On January 31, 2003, the remaining escrow shares were
returned to the Company.

     In February  2001,  the Company  acquired  S.A.F.E.  Systems,  Inc.,  which
primarily provided software consulting services to the supermarket industry, but
also included  host-based,  magnetic  stripe stored  value/gift  card system and
marketed  credit  card  processing  and  other  transaction-based  products  and
services  to  merchants.  All of the issued and  outstanding  shares of S.A.F.E.
common  stock were  exchanged  in the merger  for  400,000  shares of ROI common
stock.  Of those shares,  300,000 shares were  delivered to the former  S.A.F.E.
stockholders and 100,000 shares were held in escrow,  to be released  contingent
on the achievement of certain earn-out provisions from the effective date of the
merger through June 30, 2002. None of the earn-out provisions were achieved, and
all escrowed  shares were  forfeited and  repurchased  by the Company at the par
value of $.01 per  share.  During  the year ended  June 30,  2002,  the  Company
substantially  curtailed  operations  at its Campana Data  subsidiary  (formerly
S.A.F.E.  Systems,  Inc.) and  finalized  this  curtailment  on October 31, 2002
concurrent with the receiving of notification that the last remaining consulting
contract to which  Campana Data was a party had been  terminated by the customer
as of that date.  In  addition,  the Company  received  the  resignation  of the
remaining six Campana Data employees.  In connection  with these events,  it was
determined  that the service line provided by Campana Data would not represent a
future source of revenue to the Company.  On March 25, 2003, the former majority
stockholder of S.A.F.E.  surrendered  115,500 shares of the Company's issued and
outstanding  common stock back to the Company.  The stock related to part of the
original  consideration  received by the stockholder for the sale of S.A.F.E. to
the Company.  The  surrender of stock was agreed to by the  stockholder  and the
Company for mutual releases and covenants not to sue resulting from the original
transaction.

STRATEGY

     The  Company's  short-term  goal is to be a recognized  leader in providing
payment  processing  solutions to merchants  and end users  through our reseller
network in North America.  In addition,  further development of our new start up
Tectonic division will enable the Company to focus on providing  customizable IT
solutions to the highly fragmented  construction industry. The following are the
key elements of our strategy:

o    Enhance  our  Product  Offerings.  To compete  effectively,  and expand our
     market  share,  the Company  must  continually  develop and  introduce  new
     products and  enhancements  that  reflect  technological  developments  and
     emerging  industry  standards.  The Company continues to improve and expand
     its product and service  offerings on an ongoing  basis  primarily  through
     internal research and development efforts.

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<PAGE>

o    Develop vertical  markets.  The Company  believes that developing  vertical
     markets,  such as its new  construction  vertical  product  offerings  will
     enable deeper  penetration of specific market segments which will allow for
     greater sales of its current broad base payment processing software.

o    Leverage   Existing   Distribution   Channels  and  Develop  New  Strategic
     Partnerships.  The  Company has  strategic  partnerships  with  hundreds of
     application   software,   marketing,   consulting,   computer  systems  and
     transaction  processing  firms.  These  companies  recommend  the Company's
     products and in many cases purchase these products and resell them to their
     customers.  The Company  intends to  continue  supporting  its  distributor
     network  efforts to maximize  sales,  and will also continue to recruit new
     companies as business  partners.  The Company also has a significant number
     of high level relationships with a number of building product manufacturers
     and will seek to develop these further.

o    Up-Sell  Products and Services.  As the Company has grown and  strengthened
     its product  offerings,  brand name and market presence,  it has built up a
     solid base of  customers  who also  continue  to expand  their  businesses.
     Customers with growing  businesses would benefit from the new middle market
     products  that we sell.  We believe we can  decrease  our cost of sales and
     increase   our  revenues   and  gross   margins  by  taking   advantage  of
     opportunities to up-sell our products and services to customers who know us
     through purchases of our lower end products.

o    Acquire  Complementary  Businesses  and Products.  An element of our growth
     strategy has been to pursue potential acquisitions that offer opportunities
     to  increase  our sales  channels,  gross  margins  and  market  share.  By
     acquiring  businesses  that offer  products  that  complement  our existing
     products, we believe we can decrease the time required to educate our sales
     force on our  products  and  increase  the  likelihood  that  our  suite of
     products will meet the needs of our existing and potential customers.

PRODUCTS

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

     Since 1994, GO has been one of the industry's  leading suppliers of payment
processing products.  PCCharge products such as, PCCharge Express, PCCharge Pro,
PCCharge  Payment  Server,  RiTA Server and JavaCard are currently being used by
tens  of  thousands  of  merchants  to  process  credit  card   transactions  in
conventional  brick and mortar, as well as, e-Commerce  businesses.  An Internet
pioneer,  GO  introduced  the first  IP-enabled  payment  processing  engine for
Windows  environments.  RiTA is  expected  to be the  foundation  for  the  next
generation of GO payment processing software products written in Java and XML.

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

     GO's payment processing  software products support virtually all electronic
payments including credit/debit cards, checks, check conversions, ACH (Automated
Clearing House)  transactions,  electronic  benefit  transfers (EBT), and stored
value,  gift  and  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.  They also offer fast
authorization  time,  security,  encryption  and advanced  fraud  protection and
cardholder  authentication,  which can result in lower  transaction fees for the
merchant. GO's payment processing software can

                                       3
<PAGE>

be interfaced with any application software via standard programming  languages.
With this software,  the merchant can use any major bank or financial network to
authorize and settle payment transactions.

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

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

     Tectonic,  the Company's new construction  industry focused vertical market
division,  has already developed seven specific  customizable  product offerings
and solutions for building product data  organization  and use,  tailored to the
construction  and  building  products  industry.  These  solutions  include  (i)
Tectonic Product Data Manager,  (ii) Tectonic Product  Explorer,  (iii) Tectonic
Product Configuration Assistant, (iv) Tectonic Product Comparison Assistant, (v)
Tectonic  Product  Visualizer,  (vi) Tectonic Product Design Assistant and (vii)
Tectonic Product Submittal Assistant.  Each of these solutions are available and
provide a different level component to enable building product manufacturers and
distributors  to improve the way they organize,  display,  and distribute  their
product  information,  and to facilitate  work by designers and builders so that
they can more easily locate, understand, select, and purchase building products

TECHNICAL SUPPORT AND CONSULTING SERVICES

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

CUSTOMERS

     We  have  licensed  over  85,000  computer  systems  to use  our  software.
Customers who purchase our payment  processing  products and services range from
small to very large  merchants.  We have products in many  vertical  markets and
business types including retailers, mail and phone order companies, and Internet
marketers.  None of our  customers  accounted  for  more  than  5% of  operating
revenues for the fiscal year ending June 30, 2003.

SALES

     To reach our potential  customer  base,  the  Company's GO  subsidiary  has
several  distribution  channels,  including a direct sales force and hundreds of
strategic alliances with software  developers,  systems  integrators,  financial
institutions,  consultants and financial transaction processors that make up our
reseller  network.  The Company's  reseller  network  primarily  consists of the
following two channels:

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

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<PAGE>

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

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

     The Tectonic  division has a direct sales team primarily focused on selling
the Tectonic product  offerings to building product  manufacturers  and building
product distributors.

     Company  products  and  services  are used by many  types of  customers  in
various industries.  The Company's direct sales staff has substantial  knowledge
of its product and  service  offerings  and we continue to recruit and train our
sales force.

MARKETING

     The target  market for our  payment  processing  products  and  services is
extensive.  Application  software,  such as retail  point-of-sale  software  and
e-commerce shopping cart software, typically does not provide payment processing
capabilities. The Company's 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.   The  Company's  marketing  personnel  have  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.  These personnel
also have a broad  knowledge  of our products and services and how they can meet
customer needs.

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

     The Company  utilizes  focused  marketing  programs such as preparing trade
show specific marketing collateral for attendees at industry trade shows such as
the Food Service  Technology trade show and the National Retail Federation trade
show. These programs attract  potential  customers in our target markets and are
also used to promote ROI, its  subsidiaries,  and brands.  We also use seminars,
advertising,  telemarketing, direct mail, speaking engagements, public relations
campaigns,  partner conferences,  and web site marketing to promote our products
and services.  Internally,  we devote  substantial  resources to supporting  our
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.  The Company's future growth will
depend to a substantial degree upon our ability to enhance our existing products
and to develop and introduce, on a timely and cost-effective basis, new products
and features that meet changing customer  requirements and emerging and evolving
industry standards.  The Company anticipates  continued  investments in research
and  development  costs in all of our  products,  with an  emphasis  on our RiTA
product including new versions,  certifications and enhancements and the further
development of products around the Tectonic brand.

                                       5
<PAGE>

COMPETITION

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

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

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

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

     With regard to the  Company's new Tectonic  division,  while there are many
companies that provide technology services to the construction  industry, we are
not currently aware of any other companies providing  customized solutions which
are the same or similar to our own.

INTELLECTUAL PROPERTY

     The  Company's  success  is  dependent  upon  developing,  protecting,  and
maintaining  our  intellectual  property  assets.  The  Company  relies  upon  a
combination 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.

EMPLOYEES

     At June 30, 2003, we had a total of 90 full time employees  including three
individuals  assigned to our new Tectonic  division.  Many of our  employees are
highly skilled and our continued  success is dependent on our ability to attract
and retain qualified employees.  Our employees are not represented by a union or
a collective bargaining agreement.  We have employment agreements with our Chief
Executive Officer and our Chairman of the Board.

                                       6
<PAGE>

ITEM 2.   DESCRIPTION OF PROPERTIES

     The  Company  leases  its  administrative,   marketing,  and  research  and
development   facilities  under  long-term   operating  leases.   The  corporate
headquarters   and  about  17%  of  GO  Software's   personnel  are  located  in
approximately 7,300 square feet in Kennesaw, Georgia pursuant to leases expiring
in 2005. GO Software is located in approximately 14,100 square feet in Savannah,
Georgia  pursuant to leases  expiring in 2006.  The Company leased 12,500 square
feet in Batavia,  Illinois pursuant to a lease expiring in 2006 for office space
for its Campana Data location  which was finally closed in October 2002. In this
regard,  the Company  entered into a settlement  agreement with the landlord for
the Campana  Data office  space  whereby  the  Company  settled its  approximate
$723,000 remaining office lease obligation for $113,000.

     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.

ITEM 3.   LEGAL PROCEEDINGS

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

     On February 4, 2003 and again on May 17, 2003,  the parties filed a Consent
Motion to extend the time for  completion  of  discovery on the grounds that the
parties had discussed the possibility for settlement and were actively  pursuing
mediation in an effort to resolve the dispute.  Unicomp requested a postponement
of mediation  until June 19, 2004 or a mutually  agreeable time  thereafter.  In
consideration  of the request for  postponement,  on June 13, 2003,  the parties
agreed that  Unicomp  will pay the Company  $100,000,  over a one year period in
four  installments  of $25,000 that begins 90 days after the agreement is signed
and continues for the three  consecutive  90 day periods after that.  Because of
the  postponement  of the  mediation,  the early stage of the litigation and the
fact that discovery has not been  completed,  it is premature to predict whether
an  unfavorable  outcome  in this  action  is  either  probable  or remote or to
estimate  the amount or range of potential  loss,  if any, to the Company in the
event of an unfavorable outcome. Management believes UniComp's allegations to be
without merit.

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

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

     On May 21, 2003, a Special Meeting of the Company's  stockholders  was held
to approve an amendment to the  Company's  Amended and Restated  Certificate  of
Incorporation to reduce the Company's  authorized  common stock from 100,000,000
to  25,000,000  and to  further  approve  and ratify  the  Company's  2003 Stock
Incentive Plan and reserve  1,000,000  shares of the Company's  common stock for
issuance under this plan.

     The  stockholders  approved  the  amendment  to the  Company's  Amended and
Restated  Certificate of Incorporation to reduce the Company's authorized common
stock from  100,000,000  to 25,000,000,  with 7,134,954  shares voting in favor,
20,740 shares voting against and 4,171,485 shares not voting.

     The  stockholders  further  approved and ratified the Company's  2003 Stock
Incentive Plan and the reservation of 1,000,000  shares of the Company's  common
stock for issuance  thereunder,  with 7,053,032  shares voting in favor,  92,662
shares voting against and 4,181,485 shares not voting.

                                       7
<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 OTC Bulletin  Board  ("OTCBB")
under the market symbol ROIE.  OTCBB  reported the following  high and low sales
prices for each quarter for the last two years.

             ------------------------------------------------------
                  QUARTER ENDED                HIGH           LOW
             ------------------------------------------------------
                     9/30/01                  $ 5.25        $ 3.60
             ------------------------------------------------------
                    12/31/01                    4.60          3.30
             ------------------------------------------------------
                     3/31/02                    3.55          2.35
             ------------------------------------------------------
                     6/30/02                    2.72          1.30
             ------------------------------------------------------
                     9/30/02                    2.07          1.05
             ------------------------------------------------------
                    12/31/02                    1.40           .65
             ------------------------------------------------------
                     3/31/03                    1.75          0.63
             ------------------------------------------------------
                     6/30/03                    2.35          1.10
             ------------------------------------------------------

     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.  There is  generally  an
expectation of low trading volumes 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 767 stockholders of record as of September 22, 2003.

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 April 2, 2003,  the Company issued  115,000  unregistered  shares of the
Company's  common  stock to two  employees  at a price of $1.50  per share for a
total purchase price of $172,500. The foregoing purchases and sales were made in
reliance on the exemption from registration under the Securities Act of 1933, as
amended,  provided by Section 4(2) for transactions that do not involve a public
offering.

                                       8
<PAGE>

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  following   discussion   should  be  read  in  conjunction   with  the
Consolidated  Financial  Statements and related Notes thereto included elsewhere
in this  Annual  Report on Form  10-KSB.  Except  for the  historical  financial
information,   the  matters   discussed  in  this  document  may  be  considered
"forward-looking" statements. Such statements include declarations regarding our
current intent, belief or expectations.  Such forward-looking statements are not
guarantees   of  future   performance   and   involve  a  number  of  risks  and
uncertainties. Actual results may differ materially from those indicated by such
forward-looking statements. Important factors that could cause actual results to
differ  materially  from  those  indicated  by such  forward-looking  statements
include  but are not limited to,  those set forth under the  "Factors  Affecting
Future Results" heading below.

OVERVIEW

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

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

     The  Company's  revenues  may vary from  quarter to  quarter  due to market
conditions,   the  budgeting  and   purchasing   cycles  of  customers  and  the
effectiveness  of its sales force and  alliance  partners.  The Company does not
have a material backlog of unfilled software orders,  and product revenue in any
quarter  is  substantially  dependent  upon  orders  received  in that  quarter.
Operating  expenses are based on  anticipated  revenue levels and are relatively
fixed over the short term.  Variations  in the timing of  generation of revenues
may therefore cause  significant  fluctuations in operating results from quarter
to quarter.  Fluctuations  in operating  results may result in volatility in the
price of the  Company's  common  stock.  The  Company's  operating  results  may
fluctuate  significantly as a result of a variety of factors,  many of which are
beyond the control of Company management.

CRITICAL ACCOUNTING POLICIES

     The  consolidated  financial  statements  were prepared in conformity  with
accounting  principles  generally  accepted  in  the  United  States.  As  such,
management is required to make certain  estimates,  judgments and assumptions it
believes are reasonable  based upon the information  available.  These estimates
and  assumptions  affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses during the periods presented. The significant accounting policies which
management  believes  are the most  critical to aid in fully  understanding  and
evaluating our reported financial results include the following:

Revenue Recognition

     The  Company  recognizes   revenues  from  licenses  of  computer  software
"up-front" provided that a non-cancelable license agreement has been signed, the
software  and related  documentation  have been  shipped,  there are no material
uncertainties  regarding  customer  acceptance,   collection  of  the  resulting
receivable  is deemed  probable,  and no  significant  other vendor  obligations
exist.   The  revenue   associated  with  any  license   agreements   containing
cancellation or refund provisions is deferred until such provisions lapse. Where
we have future obligations, if such obligations are insignificant, related costs
are accrued  immediately.  If the  obligations  are  significant,  the  software
product  license  revenues are  deferred.  Future  contractual  obligations  can
include software  customization,  requirements to provide additional products in
the future and porting products to new platforms. Contracts that

                                       9
<PAGE>

require   significant   software   customization   are   accounted  for  on  the
percentage-of-completion  basis. Revenues related to significant  obligations to
provide future products or to port existing  products are deferred until the new
products or ports are completed.

     The  Company's  revenue  recognition  policies  are designed to comply with
American Institute of Certified Public Accountants Statement of Position ("SOP")
97-2 "Software  Revenue  Recognition," as modified by SOP 98-9  "Modification of
SOP 97-2, Software Revenue Recognition,  With Respect to Certain  Transactions",
and under  SEC Staff  Accounting  Bulletin  No.  101,  "Revenue  Recognition  in
Financial  Statements".   Revenues  recognized  from  multiple-element  software
license  contracts are  allocated to each element of the contracts  based on the
fair  values  of  the  elements,   such  as  licenses  for  software   products,
maintenance,  or professional services. The determination of fair value is based
on objective evidence which is specific to the Company.  We limit our assessment
of objective evidence for each element to either the price charged when the same
element is sold separately,  or the price  established by management  having the
relevant authority to do so, for an element not yet sold separately. If evidence
of fair value of all undelivered elements exists but evidence does not exist for
one or more delivered  elements,  then revenue is recognized  using the residual
method. Under the residual method, the fair value of the undelivered elements is
deferred and the  remaining  portion of the  arrangement  fee is  recognized  as
revenue.

     Support and update  services  revenues,  including  revenues  bundled  with
original software product license revenues, are deferred and recognized over the
related contract period, generally one year.

     Consulting  fee revenues are generated  from  professional  consulting  and
training services and are recognized as the services are performed.

     The Company also offers demonstration  software available via download from
our website  that allows  potential  customers to see the  functionality  of the
products on their own  networks.  The Company did not have any  transactions  in
2003 or 2002  involving  reciprocal  arrangements  where goods or services  were
purchased  from an  organization  at the same time that it licensed  software or
provided services to that organization.

Goodwill and Other Intangible Assets

     Goodwill  represents the excess of consideration given in purchase business
combinations  over the  estimated  fair  value  of the  assets  acquired.  Other
intangible  assets consist  primarily of certain acquired  software.  Intangible
assets,  except for goodwill,  are amortized on a straight-line basis over their
estimated  useful lives,  and are reviewed for  impairment  in  accordance  with
Statement  of  Financial  Accounting  Standards  SFAS No.  144,  Accounting  for
Impairment or Disposal of Long-Lived Assets. Goodwill is no longer amortized but
is  subject  to an annual  impairment  test in  accordance  with  SFAS No.  142,
"Goodwill and  Intangible  Assets".  The Company  completes its annual  goodwill
impairment  tests for each of its reporting units as of June 30 of each year. As
of June 30, 2003, the estimated fair values of the reporting  units exceeded the
carrying  values of the reporting  units;  therefore,  no impairment  charge was
recognized in the results of operations  and  financial  position.  In the third
quarter of 2003, the Company  reduced the estimated  useful life of its acquired
software from five to three years.

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 in accordance with SFAS No.  86,"Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed". No
such costs were capitalized  during either fiscal 2003 or 2002.  Amortization of
such costs is computed  as the  greater of (1) the ratio of current  revenues to
expected  revenues  from the related  product sales or (2) a straight line basis
over the expected economic life of the product (not to exceed five years).

                                       10
<PAGE>

Reserves and Estimates

     In the ordinary  conduct of our  business,  management  make  estimates and
assumptions   that  affect  the  reported  amounts  of  assets  and  liabilities
(including  reserves) and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.


RESULTS OF OPERATIONS


STATEMENT OF OPERATIONS DATA                        YEARS ENDING JUNE 30,
                                                       2003                2002
REVENUE
-------
License fees                                   $  5,420,108        $  5,344,730
Support and update services                       1,641,956           1,256,366
Consulting fees                                     799,198           1,820,200
                                               ------------        ------------
Total revenue                                     7,861,262           8,421,296
                                               ------------        ------------

OPERATING EXPENSES
------------------
General and administrative                        5,825,637           7,135,484
Sales and marketing                               1,828,938           1,830,936
Research and development                          1,325,531           1,298,169
Depreciation and amortization                     1,697,877           1,492,622
Impairment of long lived assets                          --             986,290
                                               ------------        ------------
Total operating expenses                         10,677,983          12,743,501
                                               ------------        ------------

Operating loss                                   (2,816,721)         (4,322,205)

Interest expense, net                              (318,454)           (241,548)
                                               ------------        ------------
Net loss                                       $ (3,135,175)       $ (4,563,753)
                                               ============        ============

                                       11
<PAGE>

STATEMENT OF OPERATIONS DATA
AS A PERCENTAGE OF NET REVENUES                  YEARS ENDING JUNE 30,
                                                 2003             2002
REVENUE
-------
License fees                                     68.9%            63.5%
Support and update services                      20.9             14.9
Consulting fees                                  10.2             21.6
                                                -----            -----
Total revenue                                   100.0%           100.0%
                                                -----            -----
OPERATING EXPENSES
------------------
General and administrative                       74.0             84.7
Sales and marketing                              23.3             21.7
Research and development                         16.9             15.5
Depreciation and amortization                    21.6             17.7
Impairment of long lived assets                    --             11.7
                                                -----            -----
Total operating expenses                        135.8            151.3
                                                -----            -----

Operating loss                                  (35.8)           (51.3)

Interest expense, net                            (4.1)            (2.9)
                                                -----            -----
Net loss                                        (39.9)%          (54.2)%
                                                -----            -----

REVENUES

     The Company had total  revenues of  $7,861,262  in fiscal 2003  compared to
$8,421,296  in fiscal 2002.  Total  revenues  decreased by $560,034 or 6.7% from
2002 to 2003.  The decrease was primarily due to $1,043,000 in lower  consulting
revenue attributable to Campana Data which was substantially curtailed in fiscal
2002 and resulted in little activity in 2003. The Company experienced  increased
demand  for its  payment  processing  software  and the GO  Software  subsidiary
continued to show growth in both  revenue and number of units sold.  GO Software
contributed an additional $571,000 in net invoicing for 2003 over 2002.

     License  fee  revenue  continues  to be  the  primary  source  of  revenue,
generating 68.9% of total revenues in 2003,  compared to 63.5% in 2002.  License
fee revenue increased by $75,378 or 1.4% from fiscal 2002 to 2003 and represents
continued  growth of our lower end PCCharge suite of products and the benefit of
increased  sales we have seen from our  recent  introduction  of our  middleware
product RiTA 2.0. Overall sales of our middleware  products  including  JavaCard
and our  Net400  suite of  products  continued  to be  impacted  by the  general
economic slowdown.  The Company's pricing structure  remained  substantially the
same during 2003 as compared to 2002 and for the majority of its  products,  the
Company continues to have lower prices than its major competitors.

     Support and update  services  comprised  20.9% of sales in 2003 compared to
14.9% in 2002.  Support and update services  increased by $385,590 or 30.7% from
fiscal 2002 to 2003.  Support and update  services  increases  are  generated by
providing  technical  support on  continued  sales of software  licenses and the
retention of our existing customers. The Company offers various forms of support
to its customers including telephone support, on-site support, online and e-mail
inquiry.  In  addition,  the  customer  base  continues  to grow and the Company
recently surpassed the 85,000 mark of unique licenses sold.

     Consulting fee revenue  comprised  10.2% of sales in 2003 compared to 21.6%
in 2002.  Consulting  fee revenue  decreased by  $1,021,002 or 56.1% from fiscal
2002 to 2003 and was  primarily  due to the lack if  comparable  revenue in 2003
attributable  to Campana.  Consulting  fee revenue at Campana was  primarily for
providing programming and

                                       12
<PAGE>

computer  support  services to the  supermarket  industry.  The Company does not
anticipate any future  consulting fee revenue to be contributed by the Company's
Campana Data subsidiary.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses of $5,825,637 in 2003 and $7,135,484 in
2002  represented  approximately  74.0%  of  2003  revenues  and  84.7%  of 2002
revenues.  General and administrative expenses decreased by $1,309,847 or 18.4%,
from 2002 to 2003.  General and  administrative  expenses  consist  primarily of
personnel related costs for executive, administrative, finance, human resources,
internal  information  systems and other support  services  costs  including the
operating of customer call centers. In addition,  substantial  professional fees
associated  with SEC  filings  and  reporting  as well as legal,  insurance  and
accounting  are included as part of this cost.  Facility costs for the rental of
various properties are also included. The decrease in general and administrative
expense over the prior fiscal year is primarily a result of the  curtailment  of
the  Campana  Data  operations  and the full  year  impact  of cost  containment
measures   which   include   headcount   reductions,   renegotiating   executive
compensation   contracts  and  through   increasing   synergies   from  previous
acquisitions.  Where  possible,  surplus office space was  eliminated  including
fiscal  2003  savings  from  exiting  a lease  obligation  at the  Campana  Data
location.  The  Company  continuously  reassesses  its level of  expenditure  to
eliminate  costs  inconsistent  with the  expansion  of our core  competency  in
electronic transaction processing solutions.

SALES AND MARKETING EXPENSES

     Sales and marketing  expenses of $1,828,938 in 2003 and  $1,830,936 in 2002
represented  approximately  23.3% of 2003  revenues and 21.7% of 2002  revenues.
Sales and  marketing  expenses  in terms of dollars  remained  flat from 2002 to
2003. Sales and marketing  expenses  consist  primarily of salaries of sales and
marketing  personnel,  travel  expenses,   commissions,   advertising,   website
maintenance,  trade show attendance and marketing materials.  Payment processing
products are primarily sold through our reseller  network and independent  sales
organizations  which we continue to develop.  The Company also sells its payment
processing  products  through our  internal  sales  force,  which  include  both
telephone sales and direct sales. The high level of sales and marketing  expense
was  focused on  retaining  and growing  license fee and support  revenue and on
increasing our market share of units sold.  This  concerted  effort in the sales
and  marketing  arena was the  result  of a  planned  decision  to  continue  to
strengthen  our brand  awareness  through the continued  development of indirect
channels and alliance  partners as well as greater  trade show  attendance.  The
Company believes that without this additional  effort in the sales and marketing
arena, sales of payment processing product would have been adversely impacted.

RESEARCH AND DEVELOPMENT

     Research and  development  expenses of $1,325,531 in 2003 and $1,298,169 in
2002  represented  approximately  16.9%  of  2003  revenues  and  15.5%  of 2002
revenues.  Research and development  expenses  increased  slightly by $27,362 or
2.1%, from 2002 to 2003. Research and development  expenses consist primarily of
salaries and related costs of development  personnel.  The Company  continues to
add functionality  and enhancements to its product family including  maintaining
an ever increasing list of processor  certifications.  The Company believes that
maintaining  spending  in the area of  research  and  development  and  updating
processor  certifications  are essential to maintaining  its strong  competitive
position.  In April 2003,  the Company  released RiTA 2.0, a Java-based  payment
processing solution which is operating system, database and machine independent,
and  is  a  highly  scalable  transaction  switch  that  supports   high-volume,
multi-threaded  transaction  processing.  In addition, in June 2003, the Company
released  PCCharge  Version  5.6.3,  its flagship  PC-based  payment  processing
solution with an improved GUI, additional  certifications and increased security
features.  These new  releases  and  improvements  are  intended  to provide our
customers  with more  powerful and user  friendly  solutions  for their  payment
processing needs.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization expense amounted to $1,697,877 in 2003 and to
$1,492,622 in 2002. This  represented  approximately  21.6% of 2003 revenues and
17.7% of 2002 revenues.  Depreciation  and  amortization  expenses  increased by
$205,255 or 13.8%,  from 2002 to 2003. This increase was primarily a result of a
reduction in the estimated  useful lives of the Company's  intangible  and fixed
assets from  approximately  five to seven years to a more  appropriate  three to
five years. In making this  assessment,  management  considered  various factors
including

                                       13
<PAGE>

industry  standards and the  condition of the fixed assets.  This resulted in an
additional $458,133 in depreciation  expense for fiscal 2003. This was partially
offset with  decreases in  amortization  expense due to the adoption of SFAS No.
142 on July 1, 2002,  under which the carrying values of goodwill deemed to have
indefinite  lives is no longer  amortized,  but rather are  subject to an annual
impairment  test.  Amortization  charges  related to goodwill were eliminated in
2003 after totaling $220,929 in fiscal 2002.

IMPAIRMENT OF LONG-LIVED ASSETS

     Impairment of long-lived  assets amounted to $986,290 in fiscal 2002. It is
the Company's policy to identify and record  impairment losses on intangible and
other  assets  when  events or  circumstances  indicate  that such assets may be
impaired. Management had evaluated carrying values of certain assets acquired in
connection with the  acquisitions  of S.A.F.E.  Systems,  Inc. and Net400,  Inc.
Based  on  changes  in the  market  and the  economy,  as well as the  strategic
decision to focus on GO Software and its payment  processing  software business,
management  had  determined  that the carrying value of the goodwill and certain
other fixed assets  associated with the  acquisitions of both companies had been
impaired.  In fiscal 2002, the Company  therefore wrote off the value of certain
fixed assets and all of the remaining  carrying  balances of goodwill.  Based on
managements assessment, no such impairment occurred during fiscal 2003.

INTEREST EXPENSE

     Interest  expense  amounted to $318,454 in 2003 and  $241,548 in 2002,  and
represented  approximately  4.1% of 2003  revenues  and  2.9% of 2002  revenues.
Interest expense increased by $76,906 or 31.8%, from 2002 to 2003. These changes
in net  interest  expense  related  primarily  to the  Company's  recording  the
accretion of interest on warrants  issued in  connection  with a debt  financing
agreement with an unrelated party.  This agreement was entered into on September
17, 2001,  and is described  in more detail in Liquidity  and Capital  Resources
below.  The debt discount is being charged to income ratably over the three-year
life of the  agreement.  This  amounts  to a $83,333  non-cash  charge  for debt
discount  amortization  per quarter and to $333,333  and  $250,000 for the years
ended June 30, 2003, and 2002, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  amounted to $347,339 and $815,155 at the end of
fiscal 2003 and 2002, respectively. Cash used in operations amounted to $877,721
and  $1,250,530  for  fiscal  2003  and  2002,  respectively.   While  operating
activities  required lower levels of cash funding in 2003 when compared to 2002,
the Company's fiscal 2003 loss of $3,135,175  continued to be the main factor in
the use of the  operating  cash  flow.  Non-cash  charges  in  fiscal  2003  for
depreciation  and  amortization,  interest  accretion  on warrants  and non-cash
compensation  amounted  to  $1,982,661.  The  Company's  net  changes in working
capital  items for fiscal 2003  amounted to a net  provision  of  $274,793.  The
Company's  fiscal 2002 loss of  $4,563,753  was the main factor in the  previous
fiscal years use of  operating  cash flow.  Non-cash  charges in fiscal 2002 for
depreciation  and  amortization,   interest  accretion  on  warrants,   non-cash
compensation, the impairment of long-lived assets and a provision for a doubtful
receivable amounted to $3,228,895.  The Company's net changes in working capital
items for fiscal 2002 amounted to a net provision of $84,328. The Company placed
a greater emphasis on cash flow management in fiscal 2003 and continued emphasis
on receivables collections where we measure receivables management by days sales
outstanding  (DSO).  This is the measurement of accounts  receivable  divided by
annual  billings,  represented  by the sum of  revenues  plus the  change in the
deferred  revenue account  balance.  This measurement was 38 days in fiscal 2003
and 37 days in fiscal 2002.  Accounts payable  decreased by $268,907 over fiscal
2002  primarily  due to the  shutdown of the Campana  Data office on October 31,
2003,  whereby the Company  entered  into  settlements  with the majority of the
Campana Data vendors.  In addition,  the Company  continued to focus on reducing
its expense base, and this has also  contributed to the reduction in the overall
level of accounts  payable.  Accrued expenses  increased by $478,777 over fiscal
2002,  primarily due to the timing of payments on compensation  related accruals
at  year  end.  Deferred   revenues   increased  by  $87,956  over  fiscal  2002
representing continued growth in annual support and update service revenue.

     Cash used in  investing  activities  amounted to $133,293  and  $101,307 in
fiscal 2003 and 2002,  respectively,  and was primarily  cash paid for equipment
and software purchases.

                                       14
<PAGE>

     Cash provided by financing  activities amounted to $543,198 and $922,961 in
fiscal 2003 and 2002, respectively, and primarily comprised the following items:

     In fiscal  2003,  $572,500 in proceeds  was raised from the sale of 435,000
shares of the Company's  common stock at prices ranging  between $1.25 and $1.50
per share to an  officer  and two  employees  of the  Company.  In fiscal  2002,
$634,435 in proceeds was raised from the sale of 300,000 shares of the Company's
common stock at $2.00 per share to four directors.

     On  September  17,  2001,  the Company  received an advance  payment from a
customer  in  the  amount  of  $1,000,000  which  was  accounted  for  as a debt
financing.  In  accordance  with the  agreement,  the advance is to be repaid in
referrals and software sales in stepped increments over a three-year period from
the  effective  date of the  agreement.  The Company was also  required to place
certain of its software  source  codes in escrow,  with the other party named as
beneficiary,  in the event of the  Company's  default  on the  agreement.  Other
remedies for default  include,  among other  things,  the other party's right to
terminate the agreement,  to demand repayment of unpaid portions of the advance,
or to meet the  payment  milestone  which was the basis for the  default,  or to
convert the  outstanding  portion of the advance to  unregistered  shares of the
Company's common stock at various exercise prices.  Once the risk of default for
each portion of the agreement has passed,  (i.e.  when the milestones are met on
or before the September 17th  deadlines),  then that portion of the debt will be
forgiven and recorded as revenue in the statement of operations.

     During the first one-year  measurement period ending on September 17, 2002,
the  Company  was  required  to have sold  products  for the other party to earn
referral fees totaling $225,000 in order to satisfy the contractual stipulations
of  the  advance.   The  Company  only  achieved  sales  and  referral  fees  of
approximately  $126,572 during that period and  consequently was required to pay
$98,428 in cash to the other party to satisfy the shortfall. The amount of sales
and referral  fees  required for the next  one-year  measurement  period  ending
September 17, 2003, is $375,000.  Through June 30, 2003,  the Company had earned
$168,900 in referral fees towards this amount. The remaining amount of sales and
referral  fees for the one year period  ending  September  17,  2004  amounts to
$400,000.

     In  fiscal  2003,  the  Company   received  $85,000  of  proceeds  under  a
stockholder note payable. The note is unsecured, non-interest bearing and has no
fixed terms of repayment.  In fiscal 2002,  the Company  retired a $200,000 note
payable.

     In fiscal 2002,  cash provided by financing  activities was also reduced by
$500,000 from the redemption of certain redeemable common stock. This redemption
related to the GO Software,  Inc. acquisition agreement which stipulated that if
certain shares which were not registered  with the SEC by August 2001,  then the
Company would  repurchase  166,667 of these shares at $3 per share.  Since these
shares were not  registered  by August  2001,  the Company  did  repurchase  the
requisite number of shares in September 2001.

     Cash provided by financing  activities  also included  final payments under
certain capital lease obligations.

     The Company  continues to take  assertive  action to improve cash flow from
operations  and to move the  Company to  profitability.  The  Company  has taken
advantage of the synergies  created by the  acquisitions  in the prior years and
combined  administrative  functions which have resulted in administrative  costs
becoming a lesser  percentage  of  revenue.  This  included  focusing  marketing
expenditures on the branding of products in an effort to make  advertising  more
effective  and  cost  efficient,  and  the  streamlining  of  processes  and the
consolidation   of  corporate  and  subsidiary   departments  in  the  areas  of
accounting,  human resources,  marketing,  sales, and product  development.  The
Company has also  restructured  the businesses to reduce overhead costs and take
advantage  of core  competencies.  This  included the final  elimination  of the
Campana Data operation by October 2002.

     The  Company  has  refocused  on its core  business  of  providing  payment
processing  solutions and the Company's GO Software subsidiary continues to show
growth and achieved record revenues during the last two quarters of fiscal 2003.
In March 2003, the Company also announced the formation of Tectonic,  a division
to provide technology products to the construction industry.  Company management
believes  that they  possess a core  expertise in this area which will lead to a
new growth area for the Company.

                                       15
<PAGE>

     On June 16, 2003, the Company  entered into a $500,000,  receivables  based
line of credit with a bank.  In addition,  certain  board  members have formally
committed  to infuse the Company  with up to $500,000 on an as needed  basis for
working capital  purposes through June 30, 2004. The Company is also considering
raising additional  capital through investment banking resources.  To the extent
that the Company obtains additional  financing,  the terms of such financing may
involve  rights,  preferences  or privileges  senior to our common stock and the
common  stockholders  may  experience  dilution.  The Company cannot provide any
assurances  that any of the above  attempts  to raise  outside  capital  will be
successful.  At this time, we have no other available credit lines or other loan
facilities  in place,  although we believe that  current cash  reserves and cash
flow from  operations in the normal course of business in  conjunction  with the
line of credit and  commitment  by board  members will be adequate  through June
2004.  At a minimum,  this will require the  sustainability  of current  revenue
levels,  which we believe is likely,  though no absolute assurances can be given
for this. If we cannot  maintain  current revenue  levels,  immediate  action to
reduce  costs  will be  required  unless  additional  capital  resources  can be
obtained.

OFF BALANCE SHEET ARRANGEMENTS

     The Company has not identified any off balance sheet arrangements.

NEW ACCOUNTING PRONOUNCEMENTS

     In December 2002, the Financial  Accounting Standards Board ("FASB") issued
SFAS  No.  148,   "Accounting   for  Stock-Based   Compensation-Transition   and
Disclosure-an  amendment  of  FAS  123".  This  statement  amends  Statement  of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation",  to provide  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation  and  amends  the  disclosure  requirements  to SFAS 123 to require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The transition and annual disclosure provisions
of SFAS 148 are effective for interim periods beginning after December 15, 2002.
The Company has adopted the disclosure requirements of SFAS 148 as of January 1,
2003.

     In  November  2002,  the FASB issued  FASB  Interpretation  ("FIN") No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others",  which clarifies  disclosure and
recognition/measurement   requirements   related  to  certain  guarantees.   The
disclosure  requirements  are effective for  financial  statements  issued after
December 15, 2002 and the recognition/measurement  requirements are effective on
a prospective  basis for guarantees  issued or modified after December 31, 2002.
The  application  of the  requirements  of FIN 45 did not have any effect on the
Company's consolidated financial position or result of operations.

     In January  2003,  the FASB issued FIN No. 46,  "Consolidation  of Variable
Interest  Entities".  FIN 46 clarifies the  application  of Accounting  Research
Bulletin No. 51,  "Consolidated  Financial  Statements",  to certain entities in
which  equity  investors  do  not  have  the  characteristics  of a  controlling
financial  interest or do not have  sufficient  equity at risk for the entity to
finance its activities  without additional  subordinated  financial support from
other parties.  FIN 46 is applicable  immediately for variable interest entities
created after January 31, 2003. For variable  interest entities created prior to
January 31, 2003,  the provisions of FIN 46 are applicable no later than July 1,
2003. The Company has not identified any variable  interest entities and expects
FIN 46 will not have any effect on the Company's consolidated financial position
or result of operations.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and Hedging  Activities."("SFAS  149").  This statement
amends  SFAS  133 to  provide  clarification  on the  financial  accounting  and
reporting  of  derivative   instruments  and  hedging  activities  and  requires
contracts  with  similar  characteristics  to be  accounted  for on a comparable
basis.  The adoption of this Statement will not have any  significant  effect on
the Company's consolidated financial position or result of operations.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity"("SFAS
150"). SFAS 150 establishes  standards on the  classification and measurement of
financial  instruments with  characteristics of both liabilities and equity. The
statement is

                                       16
<PAGE>

effective for most financial  instruments entered into or modified after May 31,
2003,  and  otherwise  is effective  at the  beginning of our first  quarter for
fiscal 2004.  Management  believes that the adoption of this  Statement will not
have a significant  impact on the Company's  consolidated  financial position or
result of operations.

FACTORS AFFECTING FUTURE RESULTS

     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.  Some of such risks
and uncertainties are described below:

The Company may be unable to fund additional capital requirements.

     Although  the  Company   currently  has  sufficient  cash  for  operations,
additional  financing  through  debt or equity may be required  to maintain  and
support our operations and to expand our offerings, particularly with respect to
our new Tectonic division.  The Company may not be able to obtain such financing
on acceptable terms when and if required.  The Tectonic  division will initially
utilize  external  consulting  personnel for  development  until such time as it
develops a sustainable business.

The  Company's  success  depends  on  its  ability  to  compete  in  the  highly
competitive information technology industry.

     The Company's success depends on its ability to compete in an industry that
is intensely  competitive and subject to rapid change. The Company's  management
believes  that the  technological  and  creative  skills of its  personnel,  new
product   developments,   frequent  product   enhancements,   name  recognition,
professional  services capabilities and delivery of reliable product support are
essential to  establishing  and maintaining  its market  position.  Based on our
industry  knowledge,  we believe that we are the 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.
Management  also  believes  that we have  significant  market  share in  payment
processing  software on Microsoft  platforms.  The  Company's GO Software,  Inc.
subsidiary,  markets payment  processing  software for computer  systems running
Windows, Unix, and Linux. Management cannot assure you that our competitors will
not develop technologies that are similar to ours. IC Verify, a product line of

                                       17
<PAGE>

First Data Corp and IAuthorize,  a product line of Atomic Software are two other
payment  processing  software  products  offered  in  this  market.  Some of our
competitors  are much larger and more  established  and are better  capitalized,
leaving us at a substantial disadvantage.

     If the Company  fails to compete  successfully,  our business and financial
prospects may be materially  adversely affected.  The market for our transaction
processing systems and services is also highly competitive.  Some of our current
and potential  competitors  in this market have longer  operating  histories and
substantially  greater  competitive  resources  than we have.  As a result,  our
competitors may be able to adapt more quickly to changes in customer needs or to
devote greater  resources to sales,  marketing and product  development.  As the
markets  in which  we  compete  have  matured,  product  price  competition  has
intensified and we believe that this intensity will continue.  Price competition
could adversely  affect our results of operations.  The Company may be unable to
compete successfully with existing or new competitors.

If the  Company  is  unable  to  adjust  to rapid  technological  change  and to
introduce new products and services, it could incur further losses.

     The information technology industry is characterized by rapid technological
advances,  numerous  changes in customer  requirements  and frequent new product
introductions  and  enhancements  that could disrupt our business and render our
products  obsolete.  Because of the potentially rapid changes in the market, the
life  cycle of the  Company's  products  is  difficult  to  estimate.  Products,
capabilities or technologies others develop may render the Company's products or
technologies  obsolete  or  noncompetitive  or  shorten  the  life  cycle of the
Company's  products.  In  attempting  to satisfy this  industry's  demands,  the
Company may incur  substantial  costs that may not result in increased  revenues
due to the short  life  cycles for our  products.  Satisfying  the  increasingly
sophisticated  needs  of  our  customers  requires  developing  and  introducing
enhancements to our products and technologies in a timely manner that keeps pace
with  technological  developments,  emerging  industry  standards  and  customer
requirements while keeping products priced competitively. Failure by the Company
to develop  and  introduce  new or enhanced  products  that  compete  with other
available  products could materially and adversely affect our business,  results
of operations and financial condition.

Company operating  results may fluctuate  significantly as a result of a variety
of factors, many of which are beyond our control.

     It is difficult to forecast  revenues from the Company's  software products
and services accurately because of the unpredictability inherent in:

     o    the timing of orders from our customers;
     o    customer spending patterns and budgetary constraints;
     o    our ability to generate new customers;
     o    the evolving product lifecycle of our products;
     o    the timing of introductions of or enhancements to our products;
     o    changes in our pricing policies or those of our competitors;
     o    our ability to anticipate and adapt effectively to developing  markets
          and rapidly changing technologies;
     o    our  ability to  attract,  retain and  motivate  qualified  personnel,
          particularly   within  our  sales  and   marketing  and  research  and
          development organizations;
     o    the start-up nature of our Tectonic division;
     o    the evolving nature of our Tectonic division products including market
          acceptance;
     o    the  publication  of  opinions  or  reports  about  the  Company,  its
          products, our competitors or their products;
     o    unforeseen events affecting the market;
     o    changes in general economic conditions;
     o    the integration of acquisitions;
     o    actions our competitors take, including new product  introductions and
          enhancements; and
     o    the Company's ability to control costs.

                                       18
<PAGE>

     In  addition,  Company  management  bases  the  expense  levels,  which are
relatively  fixed in the short term, in significant  part on our expectations of
future product revenues and service demands.  If demand for Company products and
services  are  below  expectations,  Company  results  of  operations  could  be
adversely affected.

Delays in the  introduction  of our products could cause the Company to lose, or
fail to gain, market share.

     The Company has previously experienced delays in developing and introducing
new products,  and may experience delays in the future. A delay in any potential
product development and introduction may have an adverse effect on the product's
success  and  on  the  Company's  reputation  and  results  of  operations.   In
particular,  we are developing  products to support our Tectonic  division which
focuses on the construction industry.  Delays in the introduction of products to
support  Tectonic as well as market  acceptance of our Tectonic product line may
have an adverse affect on the Company.  Additionally,  competitors may introduce
products and gain market share during any delays.  Our failure to introduce  new
products and product enhancements that respond to market conditions and customer
requirements  may have an adverse effect on the Company's  business,  results of
operations and financial condition.  Furthermore,  our complex software products
may contain  undetected  errors when first  introduced  or when new versions are
released.  Current and future  releases of our products may contain  errors that
will result in loss or delay of market acceptance of Company products.

Illegal use of the Company's proprietary  technology could result in substantial
litigation costs and divert management resources.

     Much  of  our  future  success  depends  on  our  ability  to  protect  our
proprietary  technology.  The Company  relies  principally  on trade  secret and
copyright  law,  as well  as  nondisclosure  agreements  and  other  contractual
arrangements, to protect its proprietary technology. However, these measures may
be inadequate to protect our technologies from infringement by others or prevent
misappropriation  of our proprietary  rights.  Despite the Company's  efforts to
protect its proprietary rights, unauthorized parties may attempt to copy aspects
of  products  or to obtain and use  information  that we regard as  proprietary.
Policing  unauthorized  use  of our  products  is  difficult.  While  we  cannot
determine the extent to which piracy of our software  products occurs, we expect
software  piracy  to be a  persistent  problem.  In  addition,  the laws of some
foreign countries do not protect our proprietary rights to the same extent as do
the laws of the  United  States.  If we fail to or are  unable  to  protect  our
proprietary or licensed technologies, it could have a material adverse effect on
the Company's business,  operating results and financial condition. There can be
no assurance that the steps we have taken will prevent  misappropriation  of our
technology,  and such  protections do not preclude  competitors  from developing
products with functionality or features similar to our products. We may initiate
claims or litigation  against third parties for  infringement of our proprietary
rights or to  establish  the  validity of our  proprietary  rights.  Litigation,
either as a plaintiff or defendant,  would cause us to incur  substantial  costs
and  divert  management  resources  from  productive  tasks  whether  or not the
litigation is resolved in our favor,  which could have a material adverse effect
on the Company's business, operating results and financial condition.

The  Company's  websites,  information  systems  and  software  products  may be
targeted by hackers.

     Like other  companies,  our  websites,  information  systems  and  software
products may be targets for sabotage, disruption or misappropriation by hackers.
As a Company  offering payment  processing  solutions we may be a higher profile
target.  Although  we believe we have  sufficient  controls  in place to prevent
disruption and  misappropriation,  and to respond to such situations,  we expect
these  efforts by hackers to  continue.  In  addition,  these  attacks  may also
continue directly against customers that utilize our software products. If these
efforts are successful, our operations,  reputation and sales could be adversely
affected.

The Company's operating results will depend on successful product development.

     The Company's continued success depends on its ability to develop,  produce
and  transition  technologically  complex  and  innovative  products  that  meet
customer  needs.  Inherent in this process are various risks that we must manage
to achieve favorable operating results. The process of developing new technology
products is complex and  uncertain,  requiring  innovative  designs and features
that anticipate customer needs and technological trends. The Company's products,
once developed, must be distributed in sufficient volumes at acceptable costs to
meet demand. The development of these products involves risks and uncertainties,
including but not limited to risk of product

                                       19
<PAGE>

demand,  market  acceptance,  economic  conditions,   competitive  products  and
pricing, commercialization, technology and other risks.

Market  acceptance of the Company's  products and services will be impeded if we
do not continue to establish and maintain strategic relationships.

     The  Company  has  established  strategic  relationships  with a number  of
organizations that we believe are important to our sales,  marketing and support
activities  and to the  implementation  of our  products.  Failure  to  maintain
existing strategic  relationships  with alliance  partners,  or to establish new
relationships  in the  future,  could  have a  material  adverse  effect  on our
business.  Our  current and  potential  customers  may also rely on  third-party
systems integrators to interface  application software with our products.  If we
do not adequately train a sufficient number of system  integrators,  or if these
integrators do not have, or do not devote, the resources  necessary to implement
our products,  our business,  operating results and financial condition could be
materially and adversely affected.

The  Company's  success  depends on its  ability  to hire and  retain  technical
personnel and key employees.

     The  Company's  success  depends in part on our ability to  attract,  hire,
train and  retain  qualified  managerial,  technical,  and  sales and  marketing
personnel.  Competition  for these  types of  personnel  is  intense.  We may be
unsuccessful  in attracting and retaining the technical  personnel we require to
conduct and expand our operations successfully.

In some instances the Company has  experienced  difficulties  in integrating the
operations of companies that it has acquired.

     Integrating  the  business  operations  of the  companies  that  have  been
acquired,  or that we may  acquire,  has been and may  continue to be a complex,
time-consuming and expensive process. The Company may also experience difficulty
in retaining key employees of those companies.  After each acquisition,  we must
operate as a combined  organization  using common  information and communication
systems, operating procedures,  financial controls and human resource practices,
including benefits, training and professional development programs. There may be
difficulties,  costs and delays  involved in  integrating  the companies that we
acquire,   including  distracting   management  from  the  business,   potential
incompatibility  of  corporate  cultures  and costs and  delays in  implementing
common systems and procedures.

Company  growth has and may  continue to depend on our  ability to identify  and
make appropriate acquisitions.

     Part of our growth  strategy is based on our  ability to acquire  companies
that are likely to promote our  business  objectives.  Since 2001,  we have made
three such  acquisitions.  The  Company  may not be able to  identify or acquire
additional companies on terms agreeable to us, if at all. Failure by the Company
to make such  acquisitions on agreeable terms may have a material adverse effect
on the  Company's  business,  its  ability  to  compete  and  ability to operate
profitably.  In  addition,  the  companies  acquired  may  affect  our  business
adversely or in unforeseen ways

The market price of our common stock is highly volatile and several factors that
are beyond our control could adversely affect its market price.

     The Company's  stock price is subject to  significant  volatility  and will
likely be adversely  affected if our revenues or earnings in any quarter fail to
meet the investment community's expectations.  Additionally, the market price of
our common stock could be subject to significant fluctuations in response to:

     o    announcements  of new  products or services  offered by the Company or
          its competitors;
     o    actual or anticipated variations in quarterly operating results;
     o    changes in financial estimates by securities analysts;
     o    changes in the market's  perception  of the Company's or the nature of
          its business;
     o    sales of our common stock;
     o    loss of key customer or distributor relationships;

                                       20
<PAGE>

     o    general  conditions  in the  computer  software  industry  and/or  the
          transaction processing industry; or
     o    other events or factors.

Furthermore,  in recent years,  the stock market in general,  and the market for
shares of stock in technology  companies in particular,  has experienced extreme
price fluctuations. These fluctuations could materially and adversely affect the
market price of our common stock in the future.

Shares eligible for future sale, the release of escrowed shares and the exercise
of options and warrants may adversely affect the market for our common stock.

     The Company has issued shares and will issue additional  shares  considered
"restricted  securities"  that  may  only be sold  pursuant  to Rule  144 of the
Securities Act of 1933 or another available exemption from registration,  unless
we  register  the  shares for sale to the  public.  These  shares  include up to
3,765,930  shares of common stock that are issued and  outstanding  and that are
being held in escrow and are  subject to release  based upon  certain  terms and
conditions.  The sale in the  public  market of our common  stock may  adversely
affect prevailing market prices of the common stock. The exercise of outstanding
options and warrants will dilute the percentage  ownership of our  stockholders.
Sales in the public market of common stock  underlying  such options or warrants
may adversely affect  prevailing  market prices of common stock.  Moreover,  the
terms  upon which we will be able to obtain  additional  equity  capital  may be
adversely  affected  in such a case  because  the  holders  of such  outstanding
securities can be expected to exercise their respective rights therein at a time
when we would, in all likelihood,  be able to obtain any needed capital on terms
more favorable to us than those provided in such securities.

Some  of  the  Company's   stockholders  have  control  over  matters  requiring
stockholder approval.

     Some of the Company's current officers and directors together  beneficially
own a majority of our  outstanding  common stock and are able to control matters
requiring  stockholder  approval,  including  the election of directors  and the
approval of mergers, consolidations and sales of our assets. This may prevent or
discourage tender offers for our common stock.

The Company's certificate of incorporation limits director liability.

     As permitted by Delaware law, the Company's  Certificate  of  Incorporation
limits the  liability of the  Company's  directors to its  management  or to its
stockholders  for  monetary  damages for breach of a director's  fiduciary  duty
except for liability in certain instances.  As a result of our charter provision
and  Delaware  law,  stockholders  may have  limited  rights to recover  against
directors for breach of fiduciary duty.

The Company does not pay, or plan to pay, dividends.

     The  Company has not paid  dividends  in the past.  The Company  intends to
retain future  earnings to finance the development and expansion of its business
and does not anticipate  paying any cash or stock dividends on its capital stock
in the foreseeable  future. Any future  determination to pay cash dividends will
be at the discretion of the Company's  Board of Directors and will depend on the
Company's financial condition, operating results and capital requirements.

                                       21
<PAGE>

ITEM 7.   FINANCIAL STATEMENTS

The  information  required by this item  appears  beginning  on page F-1 of this
report.

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

     None.

ITEM 8A.  CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's  President and Chief Executive  Officer and
the Chief Financial Officer, of the effectiveness of the design and operation of
the Company's  disclosure  controls and procedures pursuant to Exchange Act Rule
13a-15. Based upon that evaluation,  the Company's President and Chief Executive
Officer  and the Chief  Financial  Officer  have  concluded  that the  Company's
disclosure controls and procedures are effective. There have been no significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly  affect these controls subsequent to the date of their evaluation.
Management  necessarily applied its judgment in assessing the costs and benefits
of such  controls  and  procedures,  which,  by their  nature,  can provide only
reasonable assurance regarding management's control objectives.

                                    PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

EXECUTIVE OFFICERS AND DIRECTORS

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

NAME                       AGE    POSITION                        DIRECTOR SINCE
----                       ---    --------                        --------------
Charles A. McRoberts       53     Director                             2000
John W. McRoberts          50     Director                             2000
Charles Pecchio, Jr.       56     Chairman of the Board                2000
Arol R. Wolford            50     President, Chief Executive
                                  Officer, and Director                2001
Theo P. VanderBoom         56     Director                             2002
Laura C. Rogers            43     Director                             2002
Sherwin Krug               37     Chief Financial Officer              N/A

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

     JOHN W. MCROBERTS  (brother of Charles A.  McRoberts)  serves as a director
and is a member of both the  Audit  Committee  and  Compensation  Committee.  He
served as a director of Results Oriented Integration Corporation from 1996 until
its reverse merger in August 2000. Since July 2003, he has served as Chairman of
the Board of Directors,  President and Chief  Executive  Officer of  Meadowbrook
Healthcare, Inc., a privately-owned healthcare services

                                       22
<PAGE>

company operating in the physical rehabilitation  industry. Since December 2000,
he has been the Managing  Member of CannonGate  Partners  LLC, a private  equity
firm. Since 1999 he has served as a director of Foresite LLC, a  privately-owned
company  that  owns,  leases  and  develops   communication  towers.  He  was  a
co-founder,  and served as  President  and Chief  Executive  Officer of Capstone
Capital  Corporation,  a NYSE listed real estate  investment trust, from 1993 to
1998,  when Capstone was acquired by  Healthcare  Realty Trust for $900 million.
Prior to that,  Mr.  McRoberts  was a senior  officer of AmSouth Bank of Alabama
(formerly AmSouth Bank N.A.), where he was employed from 1977 to 1993.

     CHARLES PECCHIO,  JR., has served as Chairman of the Board since July 2002.
He served as a director of Results  Oriented  Integration  Corporation from 1996
until its reverse  merger in August 2000 and served as  President of the Company
through  January 2002 and Chief  Executive  Officer of the Company  through June
2002.  Since 1993, he has provided  several  companies with consulting  services
related to business development, mergers, and acquisitions. In 2002, Mr. Pecchio
founded Community  Catalyst  Corporation  (CCC), a non-profit  organization that
serves youth, senior citizens, and the handicapped, and he serves as Chairman of
CCC. Since 2002, he also has served as a director of 3001,  Inc., a spatial data
services company based in Louisiana.  From 1992 to 2002, he served as a director
of Hoffman & Co, Inc., a provider of  photogrammetric,  computer mapping and GIS
services.  From 1988 to 1992, he served as a director of Spiro International SA,
a Swiss public  company,  and as an officer and  director of several  affiliated
companies.  Mr. Pecchio's previous  experience  includes  financial,  sales, and
management  positions with IBM Corporation,  General  Computer Corp.,  TeleVideo
Systems, and NEC Information Systems.

     AROL R.  WOLFORD has served as  President  since  February  2002,  as Chief
Executive Officer since July 2002, and as a director since October 2001. He also
serves as Chairman of Realty Empowerment Systems, a provider of technology tools
to real estate professionals. He also serves as a director of Campbell-Stone,  a
non-profit  provider of residential  housing and services to senior  adults.  In
1980, he established  Construction Market Data (CMD Group) in Atlanta,  Georgia,
and served as  President  until  December  2001.  CMD is a  provider  of quality
project news, building product information,  and cost data for the international
construction  industry.  In May 2000, CMD Group was acquired for $300 million by
Cahners Business Information, a part of the London based Reed Elsevier.

     THEO P.  VANDERBOOM  serves  as a  director  and is  Chairman  of the Audit
Committee and is also a member of the Compensation  Committee. He also serves as
a director and Chief Financial Officer of Realty Empowerment Systems, a provider
of technology tools to real estate  professionals.  From 1996 to 2001, he served
as Chief Financial  Officer of CMD Group.  From 1982 to 1996, Mr. VanderBoom was
with Southam Business Communications, Inc., where he served as Vice President of
several  Southam  subsidiaries in Canada and the United States.  Mr.  VanderBoom
earned a BS in  mathematics  and an MBA from York  University and is a Certified
Management Accountant.

     LAURA C. ROGERS  serves as a director  and is Chairman of the  Compensation
Committee  and is also a member of the Audit  Committee.  She is  currently  the
founder and CEO of  PinnaclePay  Merchant  Services,  Inc. a payment  processing
company.  From 1995 to 2002,  she was with  Paymentech,  L.P.,  a  processor  of
payment transactions. At Paymentech, she held management and executive positions
in product  management and marketing  from 1995 to 2000.  From 2000 to 2002, she
served  as  Chief  Administrative  Officer,  responsible  for  human  resources,
corporate training,  employee  communications,  legal,  quality management,  and
mergers and acquisitions.  From 1985 to 1995, Ms. Rogers was with Global Payment
Systems   (formerly   National  Data   Corporation),   a  processor  of  payment
transactions,  where she held  positions in human  resources  and then served as
Director of Strategy Management for Retail Integrated Payment Systems.

     SHERWIN KRUG has served as Chief  Financial  Officer  since  January  2003.
Prior to joining ROI as Chief  Financial  Officer,  from 1998 to 2002,  Mr. Krug
served as Vice President of Finance and Chief  Financial  Officer for CMD Group.
Prior to CMD Group,  from 1989 to 1998 Mr. Krug was an audit Senior Manager with
Ernst & Young in their  Entrepreneurial  Services  Group  both in  Johannesburg,
South Africa, and Atlanta, Georgia. Mr. Krug holds a Bachelor of Commerce degree
from the University of the  Witwatersrand  and a Bachelor of Accounting  Science
Honors from the University of South Africa. He is a Chartered  Accountant,  is a
member of the Association of Chartered  Accountants in the United States, and is
an associate member of the Georgia Society of CPAs.

                                       23
<PAGE>

COMMITTEES OF THE BOARD OF DIRECTORS

     The Compensation  Committee  comprises Laura C. Rogers (Chairman),  Theo P.
VanderBoom and John W. McRoberts.  The Compensation  Committee has the authority
to  review  all  compensation  matters  relating  to the  Company.  Compensation
Committee   members  are  precluded  from  reviewing  or  being  present  during
discussions  of  any  compensation  matters  relating  to any  relatives  in the
Company.

     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 Stock Option Plans.

     The Audit  Committee  consists of Theo P. VanderBoom  (Chairman),  Laura C.
Rogers and John W.  McRoberts.  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.

     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 COMPENSATION

     Independent  Directors receive 25,000 stock options on joining the Board of
Directors.  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 ten years from the date of grant.  No
additional monetary  compensation is given for serving on the Board of Directors
or on a committee.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

     Based  solely on its  review  of the  copies of such  reports  received  or
written  representations  from certain Reporting  Persons,  the Company believes
that during fiscal 2003,  all  Reporting  Persons  complied with all  applicable
filing requirements, except as follows:

     Form 3 - Initial filings:  Messrs. Arol R. Wolford, Theo P. Vander Boom and
          Sherwin Krug and Ms. Laura C. Rogers.
     Form 4 - Filings on the granting of stock options: Messrs. Arol R. Wolford,
          Theo P. Vander Boom and Sherwin Krug and Ms. Laura C. Rogers.
     Form 5 - Annual filing:  Messrs.  Arol R. Wolford,  Theo P. Vander Boom and
          Sherwin Krug and Ms. Laura C. Rogers.

     All filings were made current prior to the issuance of this report.

                                       24
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The following summary compensation table sets forth the compensation earned
by certain  executive  officers  serving at the end of fiscal 2003.  None of our
other executive  officers who served in fiscal 2003 earned $100,000 in aggregate
compensation for that year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                        LONG-TERM
                                                                        ---------
                                        ANNUAL COMPENSATION        COMPENSATION AWARDS
                                        -------------------        -------------------

   NAME AND PRINCIPAL       FISCAL                                SECURITIES UNDERLYING
   ------------------       ------                                ---------------------
        POSITION             YEAR        SALARY      BONUS               OPTIONS
        --------             ----        ------      -----               -------

<S>                          <C>        <C>        <C>                   <C>
Charles Pecchio, Jr.         2003       $90,000    $ 90,000                 --
Chairman of the Board (2)    2002       $87,083    $382,606 (1)
                             2001       $85,000    $113,997 (1)             --

Arol R. Wolford              2003       $90,000    $ 90,000              425,000
President and CEO (3)        2002       $15,000    $ 15,000                 --
</TABLE>

     (1)  Includes sales commissions
     (2)  Mr.  Pecchio  served  as  President  through  January  2002 and as CEO
          through June 2002. He is currently Chairman of the Board.
     (3)  Mr.  Wolford has served as President  since  February  2002 and as CEO
          since July 2002.

                        OPTION GRANTS IN LAST FISCAL YEAR

     The  following  table sets  forth all  individual  grants of stock  options
during the  fiscal  year ended  June 30,  2003,  to each of the Named  Executive
Officers:

                          NUMBER OF     PERCENT OF
                         SECURITIES    TOTAL OPTIONS
        NAME AND         UNDERLYING     GRANTED TO     EXERCISE OR
   PRINCIPAL POSITION      OPTIONS     EMPLOYEES IN     BASE PRICE    EXPIRATION
   ------------------      GRANTED      FISCAL YEAR    PER SHARE(1)      DATE
                           -------      -----------    ------------      ----
Arol R. Wolford           175,000(2)       16.7%           $2.00       7/26/2012
President and CEO         250,000(3)       23.9%            1.00        3/1/2013

(1)  The exercise  price of the options was equal to or greater than fair market
     value of the underlying stock on the date of grant.
(2)  Grant becomes vested and exercisable in a period two years from the date of
     grant.
(3)  Grant becomes  vested and  exercisable in a period of one year from date of
     grant.

                                       25
<PAGE>

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                       NUMBER OF SECURITIES
   NAME AND             SHARES                        UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED
   PRINCIPAL         ACQUIRED ON      VALUE                OPTIONS AT             IN-THE-MONEY OPTIONS AT
   POSITION            EXERCISE      REALIZED            FISCAL YEAR END               FISCAL YEAR END
   --------            --------      --------            ---------------               ---------------

                                                   EXERCISABLE   UNEXERCISABLE   EXERCISABLE  UNEXERCISABLE
                                                   -----------   -------------   -----------  -------------
<S>                       <C>          <C>              <C>          <C>              <C>       <C>
Arol R. Wolford           --           $ --             --           425,000          --        $ 215,000
President and CEO
</TABLE>

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

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

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

                                       26
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth  information  as of September 22, 2003 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 is 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.

NAME OF BENEFICIAL OWNER                       COMMON STOCK
/RELATIONSHIP TO COMPANY                       NO. OF SHARES    PERCENT OF CLASS
------------------------                       -------------    ----------------
Charles A. McRoberts/Director                  2,304,842 (1)          20.4%
John W. McRoberts/Director                     1,645,451 (2)          14.5%
Charles Pecchio, Jr./Chairman of the Board     1,633,389 (3)          14.4%
Arol R. Wolford/President, CEO, Director         727,456               6.4%
Sherwin Krug/CFO                                      --                --
Laura C. Rogers/Director                              --                --
Theo P. VanderBoom/Director                           --                --
                                               ---------------------------------
All current executive officers and
  directors as a group (7 persons)             6,311,138              55.7%
                                               ---------------------------------

(1)  Includes 6,000 shares of common stock held by his spouse,  16,200 shares of
     common  stock held by his minor  children,  and  1,553,485  shares  held in
     escrow that can be voted but not sold until  either the Company is acquired
     or certain milestones are achieved.
(2)  Includes 60,000 shares of common stock held by his spouse,  8,000 shares of
     common stock held by his minor children,  and 941,412 shares held in escrow
     that can be voted but not sold until  either the  Company  is  acquired  or
     certain milestones are achieved.
(3)  Includes  11,331  shares of common  stock held by his spouse 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

     On March 3,  2003,  the  Company  sold  80,000  unregistered  shares of the
Company's  common stock to the Chief  Executive  Officer of the Company at $1.25
per share for a total purchase price of $100,000.

                                       27
<PAGE>

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 follows the signature page
and is incorporated herein by reference.

(b)  Reports on Form 8-K:

     The Company  filed no reports on Form 8-K during the quarter ended June 30,
2003.

     On May 9, 2003,  the Company  furnished  a Form 8-K which  attached a press
release announcing the Company's  financial results for the fiscal quarter ended
March 31, 2003.

                                       28
<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 26, 2003
                                        By: /s/ Arol R. 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.


NAME                         TITLE                                  DATE

/s/ Arol R. Wolford          President, Chief Executive      September 26, 2003
------------------------     Officer and Director
Arol R. Wolford              (Principal Executive
                             Officer)

/s/ Sherwin Krug             Chief Financial Officer         September 26, 2003
------------------------     (Principal Financial and
Sherwin Krug                 Accounting Officer)


/s/ Charles Pecchio, Jr.     Chairman of the Board           September 26, 2003
------------------------
Charles Pecchio, Jr.


/s/ Charles A. McRoberts     Director                        September 26, 2003
------------------------
Charles A. McRoberts


/s/ John W. McRoberts        Director                        September 26, 2003
------------------------
John W. McRoberts


/s/ Theo P. VanderBoom       Director                        September 26, 2003
------------------------
Theo P. VanderBoom


/s/ Laura C. Rogers          Director                        September 26, 2003
------------------------
Laura C. Rogers

                                       29
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                                 DESCRIPTION

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

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

3.1A      Certificate of Amendment to the Certificate of Incorporation of Return
          On Investment Corporation, a Delaware corporation (filed herewith).

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

10.1*     Return  On   Investment   Corporation   2003  Stock   Incentive   Plan
          (incorporated  by reference to Appendix B to the Return On  Investment
          Corporation's Definitive Proxy Statement filed April 9, 2003).

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

10.3*     Employment  Agreement,  dated as of February  1, 2002,  by and between
          Return  On   Investment   Corporation   and   Charles   Pecchio,   Jr.
          (incorporated  by reference  to Exhibit  10.1 to Return On  Investment
          Corporation's Annual Report on Form 10-KSB, filed September 30, 2002).

10.3A*    Amendment to  Employment  Agreement,  dated as of July 1, 2002, by and
          between  Return On Investment  Corporation  and Charles  Pecchio,  Jr.
          (incorporated  by reference to Exhibit  10.1A to Return On  Investment
          Corporation's Annual Report on Form 10-KSB, filed September 30, 2002).

10.4*     Employment  Agreement,  dated as of February  1, 2002,  by and between
          Return On Investment  Corporation  and Arol Wolford  (incorporated  by
          reference to Exhibit 10.5 to Return On Investment Corporation's Annual
          Report on Form 10-KSB, filed September 30, 2002).

10.4A*    Amendment to  Employment  Agreement,  dated as of July 1, 2002, by and
          between   Return   On   Investment   Corporation   and  Arol   Wolford
          (incorporated  by reference to Exhibit  10.5A to Return On  Investment
          Corporation's Annual Report on Form 10-KSB, filed September 30, 2002).

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

31.1      Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
          Rule  15d-14(a)  under  the  Securities  Exchange  Act of 1934  (filed
          herewith).

31.2      Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
          Rule  15d-14(a)  under  the  Securities  Exchange  Act of 1934  (filed
          herewith).

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

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

* Indicates management contract or compensatory plan.

                                       30
<PAGE>

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

                    ============================================================
                        CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2003 AND 2002

                                       F1
<PAGE>

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

                                                                        CONTENTS

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

     REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS            F3


     CONSOLIDATED FINANCIAL STATEMENTS

          Consolidated balance sheets                              F4 - F5

          Consolidated statements of loss                          F6

          Consolidated statements of stockholders' equity          F7

          Consolidated statements of cash flows                    F8

          Notes to consolidated financial statements               F9 - F23

                                       F2
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
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,
2003 and 2002, and the related  consolidated  statements of loss,  stockholders'
equity and cash flows for the years then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of ROI Corporation and
subsidiaries  as of June 30, 2003 and 2002 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.

As discussed in Note 4, during 2003 the Company  adopted the  provisions of SFAS
No. 142, "Goodwill and Other
Intangible Assets"

                                                     /s/ BDO Seidman, LLP

Atlanta, Georgia
August 15, 2003

                                       F3
<PAGE>

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

                                                     CONSOLIDATED BALANCE SHEETS

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

June 30,                                                    2003            2002
--------------------------------------------------------------------------------

ASSETS

CURRENT
   Cash and cash equivalents                        $    347,339    $    815,155
   Accounts receivable, less allowance for
     doubtful accounts of $65,953 and $134,674,
     respectively (Note 12)                              835,771         793,659
   Prepaid expenses and other current assets             107,957         127,036
--------------------------------------------------------------------------------

Total current assets                                   1,291,067       1,735,850

PROPERTY AND EQUIPMENT, NET (Note 3 and 11)              335,475         692,639

GOODWILL AND OTHER INTANGIBLES, NET (Note 4)           1,138,972       2,346,392
--------------------------------------------------------------------------------

                                                    $  2,765,514    $  4,774,881
================================================================================

                    See accompanying notes to consolidated financial statements.

                                       F4
<PAGE>

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

                                                     CONSOLIDATED BALANCE SHEETS

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

<TABLE>
<CAPTION>
June 30,                                                             2003             2002
------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
<S>                                                          <C>              <C>
   Accounts payable                                          $    123,950     $    392,857
   Accrued expenses (Note 8)                                      805,034          342,131
   Note payable- stockholder (Note 5)                              85,000               --
   Deferred revenue                                             1,002,182          914,226
   Line of credit (Note 6)                                             --               --
   Other financing, net of unamortized
     discount (Note 7)                                            358,336          250,000
------------------------------------------------------------------------------------------

Total current liabilities                                       2,374,502        1,899,214

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

Total liabilities                                               2,374,502        1,899,214
------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Notes 2, 7, 9, 12, and 13)              --               --

STOCKHOLDERS' EQUITY
   Common stock, .01 par value (25,000,000 shares
     authorized, 11,323,494 and 11,093,780 outstanding)           113,235          109,285
   Additional paid-in capital                                  11,353,496       10,706,926
   Accumulated deficit                                        (11,075,719)      (7,940,544)
------------------------------------------------------------------------------------------

Total stockholders' equity                                        391,012        2,875,667
------------------------------------------------------------------------------------------

                                                             $  2,765,514     $  4,774,881
==========================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       F5
<PAGE>

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

                                                 CONSOLIDATED STATEMENTS OF LOSS

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

<TABLE>
<CAPTION>
Years ended June 30,                                                      2003             2002
-----------------------------------------------------------------------------------------------

REVENUE
<S>                                                               <C>              <C>
   License fees                                                   $  5,420,108     $  5,344,730
   Support and update services                                       1,641,956        1,256,366
   Consulting fees                                                     799,198        1,820,200
-----------------------------------------------------------------------------------------------

Total revenue                                                        7,861,262        8,421,296
-----------------------------------------------------------------------------------------------

OPERATING EXPENSES
   General and administrative (including non-cash compensation
   expense of $78,020 in 2003 and $149,983 in 2002)                  5,825,637        7,135,484
   Sales and marketing                                               1,828,938        1,830,936
   Research and development                                          1,325,531        1,298,169
   Depreciation and amortization (Notes 4 and 11)                    1,697,877        1,492,622
   Impairment of long-lived assets (Note 4)                                 --          986,290
-----------------------------------------------------------------------------------------------

Total operating expenses                                            10,677,983       12,743,501
-----------------------------------------------------------------------------------------------

Operating loss                                                      (2,816,721)      (4,322,205)

Interest income                                                         14,674            8,600
Interest expense                                                      (333,128)        (250,148)
-----------------------------------------------------------------------------------------------

NET LOSS                                                            (3,135,175)      (4,563,753)

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

NET LOSS APPLICABLE TO STOCKHOLDERS                               $ (3,135,175)    $ (4,673,753)
================================================================================================

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

BASIC AND DILUTED WEIGHTED AVERAGE
 SHARES OUTSTANDING                                                 11,236,535       10,649,406
================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       F6
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

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

<TABLE>
<CAPTION>
                                                                   Redeemable
                                       Common Stock               Common Stock          Additional
                                -------------------------  --------------------------     Paid-In     Accumulated
                                   Shares       Amount        Shares        Amount        Capital        Deficit         Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>           <C>          <C>            <C>           <C>             <C>
BALANCE, July 1, 2001            9,747,974    $  97,480     1,000,000    $ 2,340,000    $ 6,984,223   $ (3,266,791)   $ 6,154,912

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

   Issuance of common stock
   for compensation (Note 2)        42,806          428            --             --        149,555             --        149,983

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

   Issuance of warrants in
   Connection with debt
   Financing (Note 7)                   --           --            --             --      1,000,000             --      1,000,000

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

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

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

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

BALANCE, June 30, 2002          11,093,780    $ 109,285            --    $        --    $10,706,926   $ (7,940,544)   $ 2,875,667

   Repurchase and
   cancellation of
   common stock under             (257,194)      (2,572)           --             --             --             --         (2,572)
   earn-out (Note 2)

   Issuance of common stock
   for compensation (Note 2)        60,502          605            --             --         67,762             --         68,367

   Surrender of shares by
   Former stockholder
   (Note 2)                       (115,500)      (1,155)           --             --             --             --         (1,155)

   Stock option
   Compensation expense
   and Other                       106,906        2,722            --             --         10,658             --         13,380

   Common stock sold to
   Employees                       435,000        4,350            --             --        568,150             --        572,500

   Net loss                             --           --            --             --             --     (3,135,175)    (3,135,175)
----------------------------------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2003          11,323,494    $ 113,235            --    $        --    $11,353,496   $(11,075,719)   $   391,012
==================================================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       F7
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Years ended June 30,                                       2003            2002
--------------------------------------------------------------------------------

OPERATING ACTIVITIES
   Net loss                                        $ (3,135,175)   $ (4,563,753)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization                  1,697,877       1,492,622
       Interest accretion on warrants, net (Note 7)     333,333         250,000
         Non-cash referral fees (Note 7)               (126,569)             --
       Non-cash compensation                             78,020         149,983
       Impairment of long-lived assets (Note 4)              --         986,290
       Provision for doubtful receivable                     --         350,000
       Changes in working capital items:
         Accounts receivable                            (42,112)        719,770
         Prepaid expenses and other current assets       19,079          55,675
         Accounts payable                              (268,907)        143,330
         Accrued expenses                               478,777        (270,182)
         Deferred revenues                               87,956        (564,265)
--------------------------------------------------------------------------------

Cash used in operating activities                      (877,721)     (1,250,530)
--------------------------------------------------------------------------------

INVESTING ACTIVITIES
   Purchase of property and equipment                  (133,293)       (101,307)
--------------------------------------------------------------------------------

Cash used in investing activities                      (133,293)       (101,307)
--------------------------------------------------------------------------------

FINANCING ACTIVITIES
   Proceeds from the issuance of common stock           572,500         634,435
   Repayments of long term debt                         (15,874)        (11,564)
   Proceeds from stockholder loan (Note 5)               85,000              --
   Repayment under debt financing agreement (Note 7)    (98,428)             --
   Proceeds from debt financing agreement (Note 7)           --       1,000,000
   Redemption of redeemable common stock                     --        (500,000)
   Proceeds from the exercise of stock options               --              90
   Repayments under note payable                             --        (200,000)
--------------------------------------------------------------------------------

Cash provided by financing activities                   543,198         922,961
--------------------------------------------------------------------------------

NET  DECREASE IN CASH AND CASH EQUIVALENTS             (467,816)       (428,876)

CASH AND CASH EQUIVALENTS, beginning of year            815,155       1,244,031
--------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of year             $    347,339    $    815,155
================================================================================

                    See accompanying notes to consolidated financial statements.

                                       F8
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

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

In  conjunction  with a  reverse  merger  on  August  10,  2000,  with  Net/Tech
International,  Inc. ("NTTI"),  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
stockholders.  These  shares will be released  from escrow once each year at the
rate of one share for each $2.40 in the  Company's  net profit  before taxes for
each fiscal year over a six year period ending 2005. There is no requirement for
the  officers  to remain  employees  of the  Company in order to  receive  their
escrowed shares.

BASIS OF PRESENTATION

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

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.

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.

ACCOUNTS RECEIVABLE

Accounts receivable represent customer obligations due under normal trade terms.
The Company sells its products primarily through resellers and independent sales
organizations.  The  Company  performs  continuing  credit  evaluations  of  its
customers'  financial  condition and depending on the term of credit, the amount
of the credit granted and management's past history with a customer, the Company
does not  require  the debtor to pledge  collateral  for the  receivable  in the
ordinary course of business. Management reviews accounts receivable on a regular
basis to determine if any such amounts will  potentially be  uncollectible.  The
Company  includes any balances that are  determined to be  uncollectible,  along
with a general reserve, in

                                       F9
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

its overall  allowance  for doubtful  accounts.  After all attempts to collect a
receivable  have failed,  the  receivable is written off against the  allowance.
Based on the  information  available to  management,  it believes the  Company's
allowance  for  doubtful  accounts  as of June 30,  2003  and 2002 is  adequate.
However, actual write-offs might exceed the recorded allowance.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, net of accumulated  depreciation  and
amortization. Depreciation is calculated using the straight-line method over the
estimated  useful  lives of the  assets,  generally  ranging  from three to five
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.

GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible  assets  consist  primarily  of  acquired   technology,   proprietary
concepts,  customer  lists,  contracts  and  goodwill  related  to  acquisitions
accounted for under the purchase  method of accounting.  The Company  identifies
and records  impairment  losses on  intangible  and other assets when events and
circumstances indicate that such assets might be impaired. The Company considers
factors such as significant  changes in the  regulatory or business  climate and
projected  future cash flows from the respective  asset. In accordance with this
policy, certain assets were written down as described in Note 4.

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

Acquired technology               3 years
Contracts                         2 years

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill  and  Other  Intangible  Assets",   the  Company  no-longer  amortizes
goodwill.

STOCK-BASED COMPENSATION PLANS

The Company accounts for its stock-based compensation plans under the provisions
of Accounting  Principles Board Opinion No. 25,  "Accounting for Stock Issued to
Employees"("APB  25").  Under APB 25, when the exercise  price of the  Company's
stock options equals or exceeds the market price of the underlying  stock on the
date of grant, no  compensation  expense is recorded.  The Company  presents the
disclosure   requirements   of  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.

                                      F10
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

Based on the additional  disclosure  requirements  of SFAS 148,  "Accounting for
Stock Based  Compensation--Transition and Disclosure--an Amendment to SFAS 123",
the following  illustrates  the  assumptions  and the effect on net loss and net
loss per share if the Company had applied the fair value recognition  provisions
of SFAS 123.

--------------------------------------------------------------------------------
Years Ending June 30,                              2003                    2002
--------------------------------------------------------------------------------
Net loss, applicable to common
stockholders, as reported
                                            $(3,135,175)            $(4,673,753)
Add stock-based employee
compensation expense included in
reported net earnings
                                                 13,380                       -
Less total stock-based employee
compensation expense determined
under fair value based methods
for all awards                                 (721,018)                (72,487)
--------------------------------------------------------------------------------
Pro forma                                    (3,842,813)             (4,746,240)
================================================================================

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

Pro forma                                   $     (0.34)            $     (0.45)
================================================================================

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,                              2003                    2002
--------------------------------------------------------------------------------

Risk free interest rate                           1.60%                   2.76%
Volatility factor                                  129%                    100%
Expected option life                                 2                       2
================================================================================

The weighted  average fair value of options  granted during the years ended June
30, 2003 and 2002 was $1.49 and $1.84 per share, respectively.

REVENUE RECOGNITION

The Company  recognizes  revenues from licenses of computer software  "up-front"
provided that a non-cancelable  license agreement has been signed,  the software
and related documentation have been shipped, there are no material uncertainties
regarding customer acceptance,  collection of the resulting receivable is deemed
probable,  and no  significant  other  vendor  obligations  exist.  The  revenue
associated  with  any  license  agreements  containing  cancellation  or  refund
provisions  is  deferred  until  such  provisions  lapse.  Where we have  future
obligations,  if such obligations are  insignificant,  related costs are accrued
immediately. If the

                                      F11
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

obligations are significant, the software product license revenues are deferred.
Future contractual obligations can include software customization,  requirements
to  provide  additional  products  in the  future and  porting  products  to new
platforms.   Contracts  that  require  significant  software  customization  are
accounted  for  on  the  percentage-of-completion  basis.  Revenues  related  to
significant  obligations to provide future products or to port existing products
are deferred until the new products or ports are completed.

The Company's revenue recognition  policies are designed to comply with American
Institute of Certified  Public  Accountants  Statement of Position  ("SOP") 97-2
"Software  Revenue  Recognition,"  as modified by SOP 98-9  "Modification of SOP
97-2, Software Revenue Recognition,  With Respect to Certain Transactions",  and
under SEC Staff Accounting  Bulletin No. 101, "Revenue  Recognition in Financial
Statements".   Revenues  recognized  from   multiple-element   software  license
contracts  are  allocated  to each  element of the  contracts  based on the fair
values of the elements, such as licenses for software products,  maintenance, or
professional  services.  The  determination  of fair value is based on objective
evidence which is specific to the Company.  We limit our assessment of objective
evidence for each  element to either the price  charged when the same element is
sold  separately,  or the price  established  by management  having the relevant
authority to do so, for an element not yet sold separately.  If evidence of fair
value of all undelivered  elements exists but evidence does not exist for one or
more delivered  elements,  then revenue is recognized using the residual method.
Under  the  residual  method,  the fair  value of the  undelivered  elements  is
deferred and the  remaining  portion of the  arrangement  fee is  recognized  as
revenue.

Support and update services  revenues,  including revenues bundled with original
software product license revenues,  are deferred and recognized over the related
contract period, generally one year.

Consulting fee revenues are generated from professional  consulting and training
services and are recognized as the services are performed.

The historical rate of return for the Company's software products is negligible.
The Company also offers  demonstration  software available via download from our
website that allows potential customers to see the functionality of the products
on their own networks. The Company did not have any transactions in 2003 or 2002
involving reciprocal arrangements where goods or services were purchased from an
organization at the same time that it licensed  software or provided services to
that organization.

ADVERTISING COSTS

Advertising  costs are  expensed  during the period in which they are  incurred.
Total  advertising  expenses for the fiscal years ended June 30, 2003,  and 2002
were $206,501 and $196,259, respectively.

SHIPPING AND HANDLING FEES

In  accordance  with  Emerging  Issues Task Force  ("EITF")  00-10,  the Company
records all shipping and handling fees associated with shipping and handling its
licensed software to customers in general and administrative expenses.

                                      F12
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

RESEARCH AND DEVELOPMENT AND SOFTWARE DEVELOPMENT COSTS

Under  the  criteria  set  forth in SFAS  No.  86,  "Accounting  for the Cost of
Computer Software to be Sold, Leased or Otherwise  Marketed",  development costs
incurred in the research and  development of new software  products are expensed
as incurred until  technological  feasibility in the form of a working model has
been  established at which time such costs are  capitalized  and recorded at the
lower of  unamortized  cost or net  realizable  value.  Historically,  the costs
incurred subsequent to the establishment of a working model but prior to general
release of the product have not been  significant  and to date,  the Company has
not  capitalized  any costs related to the  development of software for external
use.

INCOME TAXES

The  Company  accounts  for  income  taxes in  accordance  with  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 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,  2003 and
2002,  the  following  common shares were  antidilutive  and  accordingly,  were
excluded from the computation of loss per share:

                                                      2003               2002
--------------------------------------------------------------------------------

Stock options                                    1,243,317            260,442
Warrants                                         1,866,664          2,116,664
--------------------------------------------------------------------------------

                                                 3,109,981          2,377,106
================================================================================

                                      F13
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE 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.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In October 2001, the Financial  Accounting  Standards Board ("FASB") issued SFAS
No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
144 addresses financial  accounting for the impairment or disposal of long-lived
assets. The provisions of this statement are effective for financial  statements
issued for fiscal years  beginning after December 15, 2001. The adoption of this
statement did not have a material impact on the Company's consolidated financial
position or result of operations.

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

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

                                      F14
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition  and Disclosure-an amendment of FAS 123". This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation",  to provide
alternative methods of transition for a voluntary change to the fair value based
method of  accounting  for  stock-based  employee  compensation  and  amends the
disclosure  requirements  to SFAS 123 to require  prominent  disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The  transition  and  annual  disclosure  provisions  of SFAS  148 are
effective for interim periods beginning after December 15, 2002. The Company has
adopted the disclosure requirements of SFAS 148 as of January 1, 2003.

In  November  2002,  the  FASB  issued  FASB  Interpretation   ("FIN")  No.  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others",  which clarifies  disclosure and
recognition/measurement   requirements   related  to  certain  guarantees.   The
disclosure  requirements  are effective for  financial  statements  issued after
December 15, 2002 and the recognition/measurement  requirements are effective on
a prospective  basis for guarantees  issued or modified after December 31, 2002.
The  application  of the  requirements  of FIN 45 did not have any impact on the
Company's consolidated financial position or result of operations.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities".  FIN 46 clarifies the application of Accounting Research Bulletin No.
51,  "Consolidated  Financial  Statements",  to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have  sufficient  equity at risk for the entity to finance its activities
without additional  subordinated financial support from other parties. FIN 46 is
applicable  immediately for variable interest entities created after January 31,
2003.  For variable  interest  entities  created prior to January 31, 2003,  the
provisions of FIN 46 are  applicable no later than July 1, 2003. The Company has
not identified any variable  interest  entities and expects FIN 46 to not have a
significant  effect  on  its  consolidated   financial  position  or  result  of
operations.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging Activities".  This statement amends SFAS 133
to provide clarification on the financial accounting and reporting of derivative
instruments  and  hedging   activities  and  requires   contracts  with  similar
characteristics  to be accounted for on a comparable basis. The adoption of this
Statement  did not  have a  significant  impact  on the  Company's  consolidated
financial position or result of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity".  SFAS 150
establishes  standards  on  the  classification  and  measurement  of  financial
instruments with  characteristics  of both liabilities and equity. The statement
is effective for most financial  instruments  entered into or modified after May
31, 2003,  and  otherwise is effective at the beginning of our first quarter for
fiscal 2004.  Management  believes that the adoption of this  Statement will not
have a significant  impact on the Company's  consolidated  financial position or
result of operations.

                                      F15
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

2.   EARN-OUT PROVISIONS AND REDEEMABLE COMMON STOCK

In  conjunction  with certain of the  Company's  past  acquisitions,  a total of
300,000 shares were  contingently  issuable based on the  achievement of certain
earn out provisions in future periods.  In accordance with these  provisions,  a
total of 42,806 and 60,502 shares were earned by a former stockholder of Net400,
Inc. during fiscal 2002 and 2003, respectively. In accordance with APB 16, these
shares were  determined to be  compensation  for services and as such,  the fair
value of the common stock received was expensed.

At June 30, 2002, the former stockholders of S.A.F.E. Systems, Inc. ("S.A.F.E.")
had not achieved their earn-out  provisions  and, as such, all 100,000  escrowed
shares were forfeited and have been  repurchased by the Company at the par value
of $0.01  per  share.  The  remaining  shares  held  under the  Net400  earn out
agreement which expired on January 31, 2003 were  cancelled.  On March 25, 2003,
the former  majority  stockholder  of S.A.F.E.  returned  115,500  shares of the
Company's  issued and  outstanding  common stock back to the Company.  The stock
related to part of the original  consideration  received by the  stockholder for
the sale of S.A.F.E.  to the  Company.  The return of stock was agreed to by the
stockholder  and the  Company  for  mutual  releases  and  covenants  not to sue
resulting from the original transaction.

On May 14,  2001,  the  Company  acquired  100% of the  outstanding  stock of GO
Software,   Inc.  ("GO")  from  Network  Commerce,  Inc.  The  merger  agreement
stipulated  that  if  these  shares  were  not  registered  with  the  SEC in an
appropriate  filing and that filing declared  effective by the SEC by August 31,
2001, then the Company would repurchase 166,667 of these shares at $3 per share.
Since these were not  registered by August 31, 2001,  the Company did repurchase
the requisite number of shares on September 17, 2001. As such, the difference of
$110,000  between the recorded  balance and the redemption value of these shares
was  reflected  in  the   determination  of  net  loss  attributable  to  common
stockholders  during the first quarter ended  September 30, 2001. Due to certain
put provisions,  the common stock issued in conjunction  with the GO acquisition
had been  classified  outside  of equity as  redeemable  common  stock.  Network
Commerce sold these shares on the open market during the quarter ended March 31,
2002.  This resulted in the  elimination of the redeemable  shares  presentation
within the financial  statements.  In the year ended June 30, 2003, the carrying
amount was re-characterized as Common Stock and Additional Paid in Capital.

3.   PROPERTY AND EQUIPMENT

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

                                                      2003               2002
--------------------------------------------------------------------------------

Computer equipment                            $    203,167       $    379,900
Furniture and fixtures                             206,150            489,006
Purchased software                               1,200,482          1,524,282
--------------------------------------------------------------------------------
                                                 1,609,799          2,393,188
Less accumulated depreciation and
amortization                                    (1,274,324)        (1,700,549)
--------------------------------------------------------------------------------

                                              $    335,475       $    692,639
================================================================================

Depreciation expense was approximately $574,000 and $579,000 for the years ended
June 30, 2003 and 2002, respectively.

                                      F16
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

4.   GOODWILL AND OTHER INTANGIBLE ASSETS

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

                                                      2003               2002
--------------------------------------------------------------------------------

Goodwill                                       $   291,952        $   291,952
Acquired technology                              2,667,800          2,758,006
--------------------------------------------------------------------------------
Total cost                                       2,959,752          3,049,958

Less accumulated amortization                   (1,820,780)          (703,566)
--------------------------------------------------------------------------------

Net                                            $ 1,138,972        $ 2,346,392
================================================================================

Prior to the implementation of SFAS 142, it was the Company's policy to identify
and record  impairment  losses on  intangible  and other  assets  when events or
circumstances  indicate  that such  assets may be  impaired.  At June 30,  2002,
management  evaluated  carrying  values of certain assets acquired in connection
with the  acquisitions  of S.A.F.E.  Systems,  Inc.  and Net400,  Inc.  Based on
changes in the market and economy, as well as the strategic decision to focus on
GO  Software,  Inc. and its payment  processing  software  business,  management
determined  that  additional  efforts and funding for these  companies  would be
curtailed.  S.A.F.E.  Systems,  Inc. was eliminated by October 31, 2002. Net400,
Inc. continues to operate as a reseller of commodity type email and connectivity
products  although its  operations  have been  absorbed  into GO Software,  Inc.
Management determined that the carrying value of the goodwill, intangible assets
and  certain  other  fixed  assets  associated  with  the  acquisitions  of both
companies  had been  impaired.  The Company  therefore  wrote off  approximately
$400,000 relative to certain fixed assets and substantially all of the remaining
carrying balances of goodwill and other  intangibles  amounting to approximately
$580,000.

As discussed in Note 1, the Company adopted SFAS No. 142 effective July 1, 2002.
The provisions of SFAS No. 142 require that a two-step  transitional  impairment
test be  performed  on all  goodwill.  In the first step,  the fair value of the
Company's  goodwill is compared to its carrying value. If the fair value exceeds
the  carrying  value,  goodwill  is not  impaired  and  no  further  testing  is
performed.  If the carrying  value exceeds the fair value,  then the second step
must be performed,  and the implied fair value of the Company's goodwill must be
determined and compared to the carrying  value of the goodwill.  If the carrying
value  exceeds its  implied  fair value,  then an  impairment  loss equal to the
difference  will be recorded as a  cumulative  effect of a change in  accounting
principle. There was no such loss recorded in accordance with the implementation
of SFAS No. 142.
Amortization  expense related to purchased  intangible assets was $1,123,575 and
$622,031 for the years ended June 30, 2003 and 2002, respectively.

Estimated future amortization  expense related to purchased intangible assets at
June 30, 2003 is as follows:

2004                                         $   943,970
Thereafter                                             -
--------------------------------------------------------------------------------

Total                                        $   943,970
================================================================================

                                      F17
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

Had the provisions of SFAS No. 142 been in effect for all periods presented, the
Company's  net earnings  would have been as follows for the years ended June 30,
2003 and 2002, respectively:

                                                      2003               2002
--------------------------------------------------------------------------------
Net loss as applicable to common
stockholders, as reported                    $  (3,135,175)     $  (4,673,753)
Add back amortization of goodwill                                     220,929
                                                -
--------------------------------------------------------------------------------

Adjusted net loss applicable to common
stockholders                                 $  (3,135,175)     $  (4,452,824)
================================================================================

Basic and diluted net loss per share:

As reported                                        $ (0.28)           $ (0.44)

Adjusted                                           $ (0.28)           $ (0.42)
================================================================================

5.   NOTE PAYABLE - STOCKHOLDER

The Company has a note payable to a  stockholder  in the amount of $85,000.  The
note is unsecured, non-interest bearing and has no fixed terms of repayment.

6.   LINE OF CREDIT

On June 16, 2003, the Company entered into a $500,000  receivables based line of
credit with a bank.  Advances under the line are limited to 80% of the Company's
gross eligible  receivables.  Advances under the line bear interest at 1.25% per
month  and are  secured  by all the  assets  of the  Company.  The  line  renews
automatically  on each  successive  one year  anniversary.  At June 30, 2003, no
amounts had been drawn under the line of credit.

7.   DEBT FINANCING AND ISSUANCE OF WARRANTS

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

                                      F18
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

The other party has also received vested and exercisable warrants to purchase an
aggregate of  $5,000,000  in shares at $4 per share during the first year of the
agreement  and  $5 per  share  subsequent  to  that  date.  These  warrants  are
antidilutive  because of the default  provisions above. As a result,  $1,000,000
has been recorded as representative of the value of the warrants sold as paid in
capital.  There are a number of  repayment  provisions  and default  remedies in
favor of the other  party.  The  accounting  for this  transaction  is as a debt
financing  with stock  warrants.  Debt  forgiveness  provisions  would  apply if
milestones are met in the future.  The Company has recorded  additional  paid in
capital for $1,000,000  and, in accordance with APB 14, recorded a debt discount
for the value of the warrants  (limited to proceeds of  $1,000,000 in accordance
with EITF 00-27).  In periods beyond  September 17, 2001, the debt discount will
be ratably  charged to income over the three-year  life of the  agreement.  This
amounts to an $83,333  non-cash charge per quarter and $333,333 and $250,000 for
the years ended June 30, 2003 and 2002,  respectively.  Once the risk of default
for each portion of the agreement has passed (i.e.:  when the milestones are met
on or before the  September  17th  deadlines),  that portion of the debt will be
forgiven and recorded as income in the statement of operations. At the first one
year  measurement  period ending  September 17, 2002, an amount of approximately
$126,000 in  referral  fees were earned  under this  agreement  and an amount of
$98,428 was paid in cash to the other  party.  At June 30, 2003,  an  additional
amount  of  approximately  $169,000  had been  accumulated  towards  the  second
milestone, which totals $225,000.

8.  ACCRUED EXPENSES

Accrued expenses consisted of the following at June 30:

                                                      2003               2002
--------------------------------------------------------------------------------

Compensation                                      $549,293           $252,336
Consulting fees and other                          178,738             89,795
Sales tax                                           77,003                 --
--------------------------------------------------------------------------------

                                                  $805,034           $342,131
================================================================================

9.   STOCK OPTIONS AND WARRANTS

STOCK OPTIONS

In August 2000,  the Company  adopted an incentive  Stock Option Plan (the "2000
Plan")  whereby  total  options to purchase  1,000,000  shares of the  Company's
common  stock  may be  granted  to  employees  at a price not less than the fair
market  value at the time the  options  are granted and that have a minimum of a
one year vesting period.  The options are exercisable for a period not to exceed
ten years. The Company 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.

On May  21,  2003  at a  Special  Meeting  of the  Company's  stockholders,  the
Company's  stockholders  approved and ratified the  Company's  2003 Stock Option
Plan (the "2003 Plan") and reserved  1,000,000  shares of the  Company's  common
stock for issuance under this plan.  Options to purchase shares of the Company's
common  stock  may be  granted  to  employees  at a price not less than the fair
market  value at the time the  options  are  granted and have a minimum of a one
year vesting period.  The options are exercisable for a period not to exceed ten
years.

                                      F19
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

Information regarding the option plans are as follows:

                                         2003                    2002
--------------------------------------------------------------------------------
                                                WEIGHTED                Weighted
                                                 AVERAGE                 Average
                                                EXERCISE                Exercise
                                       SHARES      PRICE       Shares      Price
--------------------------------------------------------------------------------

Outstanding, beginning of year        260,442    $  3.89      414,442    $ 10.76
   Granted                          1,045,000       1.34       43,000       3.15
   Exercised                               --         --       (3,000)      0.03
   Cancelled                          (62,125)      5.53     (194,000)     18.46
--------------------------------------------------------------------------------

Outstanding, end of year            1,243,317    $  1.66      260,442    $  3.89
================================================================================

Exercisable, end of year              194,317                  73,442
================================================================================

The following table summarizes information about the Company's outstanding stock
options as of June 30, 2003.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                        Options Outstanding                        Options Exercisable
-----------------------------------------------------------------------------------------
                                       Weighted-
                          Number        Average      Weighted      Number       Weighted
                       Outstanding     Remaining      Average    Exercisable     Average
  Range of Exercise    at June 30,    Contractual    Exercise    at June 30,    Exercise
        Price             2003           Life          Price         2003         Price
-----------------------------------------------------------------------------------------
                                        (years)
<C>                    <C>                <C>         <C>          <C>            <C>
$ 0.03 - $ 1.00          665,300          3.3         $ 1.00           300        $ 0.03
$ 1.50 - $ 3.75          564,767          3.2           2.35       180,767          3.09
$ 5.00 - $10.00           13,250          1.1           5.75        13,250          5.75
-----------------------------------------------------------------------------------------
                       1,243,317          3.2         $ 1.66       194,317        $ 3.26
=========================================================================================
</TABLE>

WARRANTS

In  conjunction  with the  Company's  original  private  placement,  warrants to
purchase common stock were issued to several parties. These warrants were issued
as a direct  incentive  to complete a  successful  offering.  In total,  856,664
warrants  were  issued on or prior to August  10,  2000,  they were  immediately
vested and  exercisable at exercise  prices ranging from $.30 to $3.00 per share
and will expire in 2005. All these warrants are outstanding as of June 30, 2003.

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

                                      F20
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE 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,                                 2003               2002
--------------------------------------------------------------------------------

Deferred Federal income tax benefit            $(1,065,500)       $(1,061,900)
Deferred state income tax benefit, net
   of Federal tax benefit                         (188,000)          (187,400)
Change in valuation allowance                    1,253,500          1,249,300
--------------------------------------------------------------------------------

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

As of June 30, 2003 and 2002, deferred tax assets comprised the following:

Years ended June 30,                                  2003               2002
--------------------------------------------------------------------------------

DEFERRED TAX ASSETS
Net operating loss
   carry-forwards - Federal                    $ 3,725,000        $ 2,669,500
Net operating loss
   carry-forwards - state                          669,000            474,600
Non cash compensation
   not currently deductible                         31,200                  -
Deferred revenue                                   400,900            365,700
Reserves not currently
   deductible                                      108,200            171,000
--------------------------------------------------------------------------------

Total deferred tax asset                         4,934,300          3,680,800
Valuation allowance                             (4,934,300)        (3,680,800)
--------------------------------------------------------------------------------

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

The Company has net  operating  loss  carry-forwards  available to reduce future
taxable income,  if any, of approximately  $11,150,400 for Federal and state tax
purposes. The benefits from these carry-forwards expire through 2023. As of June
30, 2003,  management  believes it cannot be  determined  that it is more likely
than not that these  carry-forwards  and its other  deferred  tax assets will be
realized,  and accordingly,  fully reserved for these deferred tax assets. Other
than the effect of state income taxes and the change in the valuation allowance,
the differences  between the effective  income tax rate and statutory income tax
rates are not material.

                                      F21
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

11.  CHANGE IN ACCOUNTING ESTIMATE

In conjunction with the  implementation  of SFAS No. 142 discussed more fully in
Note 1, and in connection with the Company's annual  evaluation of the remaining
useful lives of its fixed and intangible  assets,  management  determined during
the year ended June 30,  2003,  that the  estimated  useful lives of such assets
should be reduced from approximately five to seven years to approximately  three
to  five  years.   Management  considered  various  factors  including  industry
standards and the condition of the underlying assets.  This change in accounting
estimate resulted in additional depreciation and amortization expense of $62,005
and $396,128, respectively, and in the aggregate increased basic and diluted net
loss  applicable  to common  stockholders  by $0.04 per share for the year ended
June 30, 2003.

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, 2003 the  Company's  net accounts  receivable  are  approximately
$835,771.  During  2003 no sales to  individual  customers  exceeded 5% of total
revenues.  The Company  believes any risk of  accounting  loss is  significantly
reduced  due to  provision  considered  at the  date of  sale  for  returns  and
allowances and ongoing credit evaluations of its customers'  financial condition
as deemed  necessary.  The Company generally does not require cash collateral or
other security to support customer receivables.

13.  COMMITMENTS

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

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

       2004                       $  452,993
       2005                          466,579
       2006                          244,760
       2007                           18,441
--------------------------------------------------------------------------------

       Total                      $1,182,773
================================================================================

Rent expense relating to these operating leases was  approximately  $433,000 and
$577,000 for 2003 and 2002, respectively.

                                      F22
<PAGE>

                                                RETURN ON INVESTMENT CORPORATION
                                                                AND SUBSIDIARIES
                                                           D/B/A ROI CORPORATION
                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
================================================================================

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,
2003 and 2002 were approximately $112,108 and $59,000, respectively.

15.  SEGMENTS

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

                                      F23
<PAGE>