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, 2004

[_]   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: $10,586,034.

<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: $23,718,825 based on the
closing  sales  price of $1.80as of  September  21,  2004 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:
13,867,054 shares as of September 21, 2004.

      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

<TABLE>
<CAPTION>
PART I.
                                                                                  PAGE
<S>              <C>                                                              <C>
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
Item 14.         Principal Accountant Fees and Services                            30
                 Signatures                                                        32
                 Index to Exhibits                                                 33
                 Financial Statements                                              F-1
</TABLE>

                                      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 whereby
Results  Oriented  Integration   Corporation  was  merged  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 and its website can
be  found  at  www.roicoporation.com.  Information  contained  in the  Company's
website does not constitute part of this report.

      During  fiscal 2004,  ROI's  operations  have been  conducted  through two
primary  subsidiaries:  (i) Tectonic  Solutions,  Inc.  ("Tectonic" or "Tectonic
Network") which develops and markets building product information  solutions for
the construction  industry  including printed  directories,  a searchable online
building  product  information  database,  an  online  studio  for  the  search,
visualization  and selection of carpet,  paint and other textiles and customized
web based solutions for organizing building product  manufacturer  databases for
easier search and selection and (ii) GO Software,  Inc.  ("GO" or "GO Software")
which  currently  develops  and markets  software  and services for credit card,
debit card and check  transactions  processing with offerings  including payment
processing  software for virtually any computing  platform,  including  Windows,
Unix and Linux  and will  begin  offering  in fiscal  2005,  a secure,  scalable
Internet only solution in the form of an application service provider model as a
result of a recent acquisition described below.

PROPOSED DIVESTITURE

      On  September  27,  2004,  the Company  announced  that it has retained an
advisor to assist in the divestiture of GO. The proposed  divestiture is part of
ROI's  business  strategy  to  focus  on its  construction  information  product
offerings through Tectonic.

      Historically,  ROI has functioned as a holding  company with businesses in
both the payment  processing and, more recently,  the  construction  information
industries.  These  industries are unrelated and are not  synergistic in nature.
Management has determined that the Company's  future  prospects would be greatly
enhanced by focusing on the  construction  information  industry rather than the
payment processing industry.  While GO has achieved success under ROI, achieving
revenue  growth and becoming a market leader,  management  has  recognized  that
competitors  in the payment  processing  industry  have much  greater  financial
resources than ROI and that the continued success of GO would be put at risk due
to the  undercapitalization  of ROI.  Thus,  it is in the best  interests of the
Company and its  stockholders  that the Company  pursue a path where it believes
the odds of future success are greatly  improved.  The construction  information
industry is a highly  fragmented  industry with no dominant  companies and there
exist numerous  opportunities for growth by providing services to an underserved
marketplace.  By  divesting  of GO, the  Company  will  improve  its  liquidity.
Management  believes  that this  improved  liquidity  position  will  provide an
opportunity for our executive management team to focus on an industry where they
have the most experience.

      ROI has  received  a number  of  offers  for the sale of GO  Software  and
intends to complete the proposed  divestiture as soon as practicable, subject to
negotiation  of a  definitive  agreement,  receipt of  stockholder  approval and
satisfaction of all other conditions precedent.

      Except  where   specifically   noted  below,  this  report  discusses  the
operations of Tectonic and GO as historically operated by the Company.

OPERATIONS

      Tectonic Network

      The  introduction  of Tectonic  business in fiscal 2003  represented a new
strategy  for the  Company  as it sought to  develop a  vertical  market to take
advantage of core knowledge of the  construction  industry  within the Company's
management team as well as take advantage of what management believes represents
an opportunity for


                                       1
<PAGE>


significant  growth. This subsidiary provides marketing and sales solutions that
facilitate the way building  product  information is organized,  displayed,  and
distributed by building product manufacturers and distributors.  These solutions
enable  designers and builders to more easily locate,  understand,  select,  and
purchase  building  products.  Management  believes that the Tectonic  Solutions
product and service offerings will be in high demand given the highly fragmented
nature of the $997 billion U.S. construction industry (U.S. Census Bureau, 2004)
and the lack of other fully comprehensive competing products.

      In fiscal  2004,  the Company  completed  three  acquisitions  to increase
Tectonics' capabilities in the construction information industry as follows:

      On November  18,  2003,  the Company and BBN  Acquisition,  Inc.,  a North
Carolina corporation  ("BBN"),  consummated a merger whereby BBN was merged with
and into  Tectonic,  pursuant to an  Agreement  and Plan of Merger,  dated as of
October 29, 2003.  Tectonic survived the merger as a wholly-owned  subsidiary of
ROI. In connection  with the merger,  the Company issued  approximately  750,000
shares of its common stock for all of the issued and outstanding shares of BBN's
common stock.  The BBN assets  acquired  comprise an online design  resource for
design  professionals  in the commercial  interiors  industry  allowing users to
search and compare building product manufacturer's  commercial interior finishes
by attribute such as style, thickness, color or specific patterns. BBN's product
line BlueBolt was renamed Tectonic Studio subsequent to the merger.

      On November 26,  2003,  the Company and  Construction  Yellow Pages LLC, a
Michigan  limited  liability  company  ("CYP"),   consummated  the  transactions
contemplated  by an Asset  Purchase  Agreement,  dated as of October  29,  2003,
whereby Tectonic purchased  substantially all of the operating assets of CYP. In
connection  with the asset  purchase,  the Company  issued 750,000 shares of the
Company's common stock as consideration  for  substantially all of the operating
assets of CYP.  Prior to the asset  purchase,  CYP was a  publisher  of regional
comprehensive print directories for the commercial construction industry.  CYP's
product  line was  renamed  Tectonic  Print  Directory  subsequent  to the asset
purchase.  Using the CYP assets, Tectonic publishes a comprehensive directory of
the  Architectural,  Engineering  and  Contractor  ("AEC")  community  including
building product  manufacturers,  their distributors and sales  representatives,
for the commercial  construction  industry.  These regional directories are also
targeted at specific local markets with local  providers  appearing in the front
and national and regional providers listed in the back.

      On January 2, 2004,  the  Company  and  SpecSource.com,  Inc.,  an Indiana
corporation ("SpecSource"), consummated the transaction contemplated by an Asset
Purchase  Agreement,  dated as of October 29, 2003,  whereby Tectonic  purchased
substantially all of the operating assets of SpecSource.  In connection with the
SpecSource  asset purchase and as  consideration  for  substantially  all of the
operating  assets of  SpecSource,  the Company  issued  1,450,000  shares of the
Company's common stock,  entered into a non-interest bearing note payable in the
amount of $533,000 and simultaneously  entered into a non-compete agreement with
one of the stockholders of SpecSource for $360,000. The SpecSource assets enable
Tectonic  to  provide  an  online  directory  of  commercial   building  product
manufacturers  and their  local  supply  chain of  product  representatives  and
distributors  searchable  by  key  word,  Construction  Specification  Institute
("CSI")  Master  Format  code,   company  name  or   construction   trade  name.
SpecSource's  product line was renamed Tectonic Online  Directory  subsequent to
the asset purchase.

      GO Software

      GO develops and markets  payment  processing  and  connectivity  software,
including  PCCharge,  RiTA and JavaCard.  The software provides the connectivity
and  communications to facilitate the processing of credit card, debit card, and
check  transactions  which are passed  through our  software by merchants to the
processors.  ROI customers for payment  processing  products and services  range
from small to large  retailers,  mail and phone  order  companies  and  Internet
marketers.

      To enhance GO's product offering in the electronic marketplace, on January
7, 2004, the Company  purchased  certain  foreclosed  assets of Atomic Software,
Inc.,  ("Atomic") by issuing  approximately  600,000 shares of its common stock.
The purchased  assets,  primarily  Atomic's gateway code, have  complemented the
Company's  existing GO product line of Windows based software payment processing
solutions enabling GO to offer a completely  Internet based application that can
be accessed  from any  Internet  browser  and is not  software  dependent.  This
internet  based  application  enables a merchant to accept credit cards in their
business in the same manner as GO's other software products;  however,  using an
application  service provider model to provide the credit card service.  Through
this  Internet  model,  GO's  customers are not required to purchase and pay for
expensive software


                                       2
<PAGE>


licenses  upfront,  but rather  using an  Internet  browser  pay as they use the
service,  on a  transaction-by-transaction  basis.  This  enables  merchants  to
benefit from the latest updates without  waiting for the next software  upgrade,
frees  them from  dependence  on a single  PC,  creates  greater  reporting  and
tracking  capabilities  and for small  merchants  reduces the cost of  accepting
credit cards.

STRATEGY

      Beginning  with the launch of  Tectonic  in fiscal  2003,  the Company has
pursued  independent  parallel  strategies  through  its two  subsidiaries.  The
Tectonic  subsidiary  has pursued  the goal of becoming a preferred  provider of
sales and marketing  solutions to building  product  manufacturers in the highly
fragmented  construction  industry.  The GO  subsidiary  has pursued the goal of
becoming a  recognized  leader in  providing  payment  processing  solutions  to
merchants  and end users  through  its  reseller  network in North  America.  As
explained above, the Company is pursuing a divestiture of GO. Upon completion of
the sale of GO,  the  Company  will  pursue one  unified  strategy  through  its
Tectonic  Subsidiary as outlined  below. If the Company is not able to divest of
GO in a timely manner or on terms currently anticipated,  the Company's strategy
going forward will be  reformulated to focus on a strategy for GO. The following
discussion  assumes that the GO divestiture  will occur as anticipated  and that
the Company will be able to pursue its unified Tectonic strategy.  The following
are the key elements of the Tectonic strategy:

      o     Up-Sell  Products and Services.  Tectonic is gaining traction in the
            market by  offering a suite of products  to solve  building  product
            manufacturer  sales and  marketing  needs.  Subsequent  to acquiring
            through  acquisition  the  complementary  products  lines  described
            above,   the   Company  has   determined   that   building   product
            manufacturers prefer the Company's multi-faceted solutions which are
            better able to solve their  needs than the same  products  when sold
            individually.  In addition,  by offering a bundled sale of products,
            the Company has  experienced  higher price points and renewal  rates
            than when these products were sold separately by their prior owners.

      o     Enhance our Product Offerings.  To compete  effectively,  and expand
            our market share,  Tectonic must  continually  develop and introduce
            new   products   and   enhancements   that   reflect   technological
            developments and emerging industry standards.  Tectonic will improve
            and expand its  product and service  offerings  on an ongoing  basis
            through both internal  research and  development  efforts as well as
            through acquisitions.

      o     Develop a focused vertical market in the construction  industry. The
            Company believes that developing a construction  information product
            vertical will enable deeper  penetration  into this specific  market
            segment,   which  will  allow  for   greater   growth  than  it  has
            historically  achieved  with  GO's  broad  base  payment  processing
            software.

      o     Leverage  Existing  Distribution  Channels and Develop New Strategic
            Partnerships.  Tectonic  has a  significant  number  of  high  level
            relationships    with   many   building    product    manufacturers,
            distributors,  large  architectural  practices and  associations and
            will seek to develop these further. In this regard,  Tectonic Online
            Directory has become the search engine of choice embedded in over 60
            local  chapters  of the  17,000  member  Construction  Specification
            Institute,  and is also  the  embedded  search  engine  in the  Door
            Hardware  Institute (DHI) among others.  Tectonic personnel also are
            affiliated with the Building Owners and Managers Association (BOMA),
            the  Construction   Managers  Association  of  America  (CMAA),  the
            American Society of Professional  Estimators (ASPE) among others and
            sit on various boards such as the highly  prestigious Design Futures
            Council  and  various   committees  of  the  American  Institute  of
            Architects (AIA).

      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  Tectonic's existing products, we believe we can decrease
            the time required to build  products and get them to market and also
            increase  the  likelihood  that our suite of products  will meet the
            needs of our existing and  potential  customers.  In the past fiscal
            year the Company  acquired three entities to compliment its existing
            Tectonic Solution product line.


                                       3
<PAGE>


PRODUCTS

      Tectonic Network

      The integrated Company,  Tectonic Network, combines seasoned professionals
from the design, construction,  building products and architecture,  engineering
and construction  information  industry with the latest information,  technology
and tools to connect  buyers and sellers of  commercial  building  products  and
services.

      Tectonic  began  operations as a custom  solution  provider in fiscal 2003
with its Tectonic  Solutions product which provides custom software solutions to
help  building  product  manufacturers  and  distributors  improve  the way they
organize,  display and distribute  their product  information.  These  solutions
allow  architects,  distributors,  building owners and contractors to search for
products based on attribute or  applications,  compare products within a product
line or between  lines,  configure  products to fit a specific  application  and
choose,  visualize and incorporate product information into design documents and
specifications. Tectonic Solutions generates revenue through consulting fees.

      Tectonic  then  significantly   enhanced  its  product  line  through  the
acquisition  and  integration  of  three  companies  in  the  building   product
information business as follows:

      BBN, now Tectonic Studio, offers online resources for design professionals
in the commercial interiors industry. Through its patented technology,  Tectonic
Studio provides product information and color-accurate  imagery for more than 50
brands of commercial  interior  finishes,  allowing  comparisons  of finishes by
attribute such as style, thickness, color or specific patterns.  Tectonic Studio
generates revenue through advertising and subscriptions.

      CYP,  now Tectonic  Print  Directories,  is a publisher  of  comprehensive
regional  "yellow  pages"  print  directories  for the  commercial  construction
industry.  These directories include specialization for local markets.  Tectonic
Print  Directory  also  serves  as the  print  manifestation  to the  electronic
database of SpecSource.com,  and through a print medium,  provides access to the
large  portions  of the  commercial  construction  marketplace  that are not yet
online. Tectonic Print Directories generates revenue through advertising.

      SpecSource.com,  now Tectonic Online Directory,  is an online directory of
commercial  construction  product  manufacturers and their local supply chain of
product  representatives  and distributors.  Tectonic Online Directory  provides
design  professionals  with information  about building  product  manufacturers,
including local contact information. Tectonic Online Directory's online offering
also  profiles  thousands  of  architects,  engineers  and  contractors  who are
currently  active in the  commercial  construction  market.  The  online  search
capabilities of Tectonic Online Directory allow  contractors and other buyers of
construction  products to find  resources in their location where they can buy a
desired  product as most  manufacturers  do not sell directly to contractors but
sell through local distributors and independent sales representatives.  Tectonic
Online Directory generates revenue through advertising.

      GO Software

      GO develops  and markets  software  and provides  software  support.  GO's
primary products are packaged software used by merchants for payment processing,
including PCCharge,  JavaCard and RiTA. PCCharge provides payment processing for
Windows  based  applications,  GO  JavaCard  operates on IBM  midrange  computer
systems and RiTA is  designed  to work on  virtually  any  computer  hardware or
software  platform  including  Windows,  Unix,  Linux,  OS/390,  OS/400  and Sun
Solaris.  In addition,  the Company recently  acquired an Internet based payment
gateway that will extend the Company's offering from a software only platform to
an internet based application service provider.

      GO is  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.


                                       4
<PAGE>


      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  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.

TECHNICAL SUPPORT AND CONSULTING SERVICES

      Tectonic provides  technical support through a help desk accessible during
business  hours  supporting  manufacturers'  data  contained  within  Tectonic's
products,  providing,  for  example,  help with adding or  deleting  data from a
database hosted by Tectonic. Due to the nature of the product lines 24/7 support
is not required.

      GO offers customers  varying levels of technical support services 24 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

      Tectonic customers are primarily building product  manufacturers and their
distributors  and  independent  sales  organizations,  but also include  general
contractors,  subcontractors and heavy equipment dealers.  These customers range
in size from small  businesses  to large  fortune  500  customers.  The  primary
targeted customer for Tectonic products is a building product  manufacturer that
would  purchase  a  custom  solution  product  and at the  same  time  purchases
advertising in both our electronic and print directories.

      GO has sold over 140,000  licenses for use of its software.  Customers who
purchase GO's payment processing  products and services range from small to very
large  merchants.  GO has 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, 2004.

SALES

      Tectonic Network

      Tectonic has a direct sales team,  comprised of personnel  with an average
tenure of 13 years in the construction  information industry,  primarily focused
on  selling  products  similar  to its  current  offering  to  building  product
manufacturers.  These products include advertising products as well as sales and
marketing  solutions.  In  addition  an  inside  sales  force  is  used  to sell
advertising in both our print and online directory products.

      Tectonic's products and services are focused on the construction industry.
The  Company's  direct  sales staff has  substantial  knowledge  of the Tectonic
product and service  offerings as well as the in-depth needs of the construction
industry and most notably building product  manufacturers.  Management  believes
the extensive  knowledge of the construction  industry by our sales personnel as
well as our  internal  consultants  is a key  competitive  advantage  which  has
enabled Tectonic to achieve  credibility  rapidly upon entering this market. For
example, Tectonic received an Electronic Innovation Award from the 17,000 member
Construction  Specification  Institute  in March  2004 and,  despite  its recent
launch, has secured brand name customers such as Sherwin-Williams,  Milliken and
Delta Faucet.


                                       5
<PAGE>


      GO Software

      To  reach  its  potential  customer  base,  GO  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 its  reseller
network.  GO's reseller network primarily consists of customers in two channels,
the financial channel which includes independent sales organizations, electronic
payment  processors  and  financial  value  added  resellers  and the  developer
channel, which includes software developers, integrators and dealers.

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

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

MARKETING

      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 American  Institute of Architects or CSI trade shows attended by Tectonic or
the Food Service  Technology trade show and the National Retail Federation trade
show attended by GO. These programs  attract  potential  customers in our target
markets and are also used to promote the respective 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.

      Tectonic

      Tectonic targets sales of its construction  information solutions products
to small to large building product  manufacturers  including their  distributors
and independent sales organizations through a variety of methods. While building
product  manufacturers and their distributors and sales  representatives are the
primary purchasers of Tectonics products, this group has a need to influence the
buying  decision  of their  direct  customers  such as general  contractors  and
subcontractors  as well as the product  selection  decision of building  owners,
architects,  specifiers  and designers.  Tectonic  therefore  targets  marketing
efforts  to the  manufacturers'  product  end-users  such  as  building  owners,
architects,  specifiers,  designers,  contractors  and  subcontractors  who will
actually make the product selection decision or buy and install the product.

      Tectonic targets these groups through different methods which includes the
hardcopy distribution of its print directories which approximates 225,000 in any
calendar year, and through a variety of online internet based methods  including
proprietary  searchable websites based on product attribution,  which are hosted
directly by us but which also may be the search engine  embedded in the websites
of our  partners  such  as in  over  60  local  chapters  of the  17,000  member
Construction  Specifications  Institute.  In  addition,  our direct  sales force
targets building product  manufacturers for customized  website design including
product configuration.

      GO Software

      The target market for our GO 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.   GO'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


                                       6
<PAGE>


their IBM midrange systems to other computer systems or devices, such as barcode
data  collection  equipment and materials  handling  equipment.  GO'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 GO's products and
services and how they can meet customer needs.

RESEARCH AND PRODUCT DEVELOPMENT

      Products  contained  within the Tectonic  Network  brand will  continue to
undergo  refinement  and  development  to  determine  those  which best suit our
customers  needs.  While these products  generally have a technology  component,
they are not considered highly  technological and are not subject to significant
threat  by  competing  technologies.  Tectonic  will  continue  to  develop  new
variations  of  existing  products  and will,  from time to time,  research  and
develop completely new products to serve its target market.

      The  market  for  GO  products  is   characterized   by  rapidly  changing
technologies and evolving industry standards.  GO's future growth will depend to
a  substantial  degree upon its ability to enhance its existing  products and to
develop and introduce,  on a timely and cost-effective  basis, new products such
as the recently  acquired  internet payment  gateway,  and add new features that
meet changing customer requirements and emerging and evolving industry standards
such as  compliance  with  Credit  Information  Security  Program  ("CISP").  GO
anticipates  continued  investments in research and development costs in all its
products,  with  an  emphasis  on  its  RiTA  product  including  new  versions,
certifications and enhancements and further  development until the launch of the
internet payment gateway.

      Research and development expenses for fiscal 2004 and 2003 were $1,530,464
and $1,325,531,  respectively. Research and development expense for the Tectonic
subsidiary  was primarily  incurred in the  development of new product lines and
amounted  to  $277,861  in fiscal  2004 and $0 in 2003.  The  remainder  of such
expenses was incurred for enhancement of the GO products. Following the proposed
divestiture  of GO, the Company  expects  research and  development  expenses to
occur at the same  percentages  of revenue  for the  Tectonic  subsidiary  as in
fiscal 2004,  and while  Tectonic will continue to develop new products and will
provide  enhancements to existing  products,  the nature of the products sold by
the Tectonic subsidiary do not require as significant a research and development
effort as do GO's products.

COMPETITION

      Tectonic Network

      Tectonic operates in the construction industry, which is the third largest
industry in the U.S.  after defense and  healthcare.  The market for  Tectonic's
products and services is highly fragmented and served by numerous firms, many of
which address only specific aspects of a particular  portion of the construction
market. We believe the principal  competitive factors that are faced by Tectonic
are reputation and quality of service,  relative price and performance,  time to
market,  industry expertise,  and product fit. Known competitors include certain
multi-national  consulting and publishing  firms that have product lines focused
on the broader market but lack domain expertise or the suite of products that we
currently  offer.  These  competitors  include  certain  product  lines  of  the
McGraw-Hill  companies,  web  site  development  firms  and  the  Blue  Book  of
Construction.   Presently,   management  does  not  believe  that  any  Tectonic
competitor  offers  a suite of  products  as  broad  and with the same  level of
service  offered by the  Tectonic  products.  Further,  while  certain  Tectonic
competitors  in the area of  customized  web site  development  provide  similar
products,  they do so across all industry  lines whereas  Tectonic  specifically
focuses on building product  manufacturers  and as a result has greater industry
expertise and is better able to apply domain knowledge.


                                       7
<PAGE>

      GO Software

      GO operates in the payment processing industry. GO's market is served by a
limited number of large entities that dominate this space. While GO has become a
leader in Windows based deployments of its software,  the industry  continues to
undergo  consolidation  with smaller niche  players  being  absorbed into larger
entities.  We believe the principal competitive factors that are faced by GO are
reputation  and  quality of service,  relative  price and  performance,  time to
market  for new  product  introductions,  adherence  to ever  changing  industry
standards,  technical expertise, and new product availability. In addition, many
of our  direct  competitor  product  lines  are  owned  by  entities  that  have
significant  financial  resources  giving  them  the  ability  to  compete  more
effectively.

      In the Windows market,  GO's primary  competitor is IC Verify.  In the IBM
midrange market,  IBM Websphere's  Payment Manager and Integrated Systems Design
are GO's  primary  competitors.  Competition  in the  Windows  and IBM  midrange
markets  is  expected  to grow and  companies  with  greater  resources  than GO
continue to enter the market.

      RiTA, GO's 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, GO's primary competitor is Southern DataComm.

      The payment gateway  acquired by GO in fiscal 2004 (which will be formally
launched  in the  second  quarter  of  fiscal  2005)  will  also  enter a highly
competitive  market  where  competition  exists  from many  companies  including
Authorize.net, Verisign and Cybersource. We believe that the current positioning
of GO  with  its  strong  brand  name  and  relationships  with  its  resellers,
independent sales  organizations and developers will however give the gateway an
advantage on its introduction into the marketplace.

INTELLECTUAL PROPERTY

      The  Company's  success is  dependent  upon  developing,  protecting,  and
maintaining  its  intellectual  property  assets.  Tectonic  holds a  patent  on
computer  software which generates  storyboards  used in interior  design.  Both
Tectonic and GO have registered and unregistered copyrights and trademarks.  The
Company relies upon a combination  of patent,  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.

EMPLOYEES

      At June 30, 2004, we had a total of 168 full time  employees  including 53
individuals  employed  by  Tectonic,  112  individuals  employed by GO and three
individuals in corporate roles. 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.

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 13% of GO's personnel are located in approximately  7,300
square  feet in  Kennesaw,  Georgia  pursuant to leases  expiring in 2005.  GO's
headquarters  are  located in  approximately  14,800  square  feet in  Savannah,
Georgia pursuant to leases expiring in 2006. The Company's  Tectonic  subsidiary
is located in approximately 4,100 square feet in Englewood, Colorado pursuant to
leases  expiring in 2005. The Company assumed several other leases in connection
with various business  combinations during 2004,  including  approximately 5,700
square  feet in Durham,  North  Carolina,  approximately  6,300  square  feet in
Indianapolis,  Indiana,  and  approximately  3,800 square feet in Grand  Rapids,
Michigan.  These  leases  expire  through  2009 taking into  account all renewal
options.  The Company currently intends to terminate its lease in


                                       8
<PAGE>


Durham,  North  Carolina at the end of October  2004,  which lease is  currently
running on a  month-to-month  basis. In addition,  the Company plans to exit its
facility in Indianapolis, Indiana in November 2004 and further, depending on the
results of the proposed  divestiture of GO, the Company may exit its facility in
Kennesaw,  Georgia  and  move to a new  facility  in  Atlanta,  Georgia  for its
corporate office location.

      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") in May 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  2001  under a
Promissory  Note  duly  executed  by  UniComp.   UniComp  filed  an  answer  and
counterclaims in August 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.

      In February 2003 and again in May 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  would pay the Company  $100,000,  over a one year period in
four installments of $25,000.  The Company received the four installments  under
the  agreement.  The one year  term  embodied  in the order  granting  postponed
mediation and extension of the discovery period expired on July 19, 2004.

      On August 2, 2004,  ROI filed with the Court an order  enforcing  its July
21, 2003 Order Granting  Postponed  Mediation and Extension of Discovery Period,
and  provided  defendant  Unicomp  ten days  from  the date of the new  order to
contact  counsel for ROI to reschedule the postponed  mediation.  In response to
the filing,  Unicomp again  requested that the Mediation be postponed and agreed
that Unicomp will pay the Company $50,000 in two $25,000 installments, the first
due on  December  20,  2004 and the second on March 21,  2005,  and at that time
Mediation will commence.

      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.

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

      None.


                                       9
<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
------------------------ --------------- -------------
9/30/02                  2.07            1.05
------------------------ --------------- -------------
12/31/02                 1.40            .65
------------------------ --------------- -------------
3/31/03                  1.75            0.63
------------------------ --------------- -------------
6/30/03                  2.35            1.10
------------------------ --------------- -------------
9/30/03                  2.10            1.26
------------------------ --------------- -------------
12/31/03                 3.20            1.26
------------------------ --------------- -------------
3/31/04                  2.55            1.74
------------------------ --------------- -------------
6/30/04                  2.42            1.61
------------------------ --------------- -------------


      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 306 stockholders of record as of September 21, 2004.

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,
however, there are no contractual restrictions on the payment of such dividends.

RECENT SALES OF UNREGISTERED SECURITIES

      On June 22, 2004, the Company  completed a private placement of its common
stock to accredited  investors for aggregate  proceeds of $575,000.  The Company
issued 287,500  unregistered shares of common stock at a purchase price of $2.00
per  share.  The  Company  provided  piggy-back  registration  rights to all the
participants in the private placement. No underwriting or placement discounts or
commissions were paid.

      The foregoing  sales of stock was made in reliance on the  exemption  from
registration  under  Section  4(2) of the  Securities  Act of 1933,  as amended,
provided for transactions by an issuer not involving any public offering.


                                       10
<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 had two primary operating subsidiaries during fiscal 2004: (i)
Tectonic  Network  which  develops  and  markets  building  product  information
solutions  for  the  construction  industry  including  printed  directories,  a
searchable online building product  information  database,  an online studio for
the search,  visualization and selection of carpet, paint and other textiles and
customized web based  solutions for  organizing  building  product  manufacturer
databases for easier  search and  selection and (ii) the GO Software  subsidiary
which  currently  develops  and markets  software  and services for credit card,
debit card and check  transactions  processing with offerings  including payment
processing  software for virtually any computing  platform,  including  Windows,
Unix and Linux  and will  begin  offering  in fiscal  2005,  a secure,  scalable
Internet only solution in the form of an application service provider model.

      The Company has received a number of offers for the sale of GO and intends
to divest of its interests in GO as soon as practicable,  subject to negotiation
of a definitive agreement,  receipt of stockholder approval, and satisfaction of
all other  conditions  precedent.  This  management's  discussion  and  analysis
contains a discussion of the historical  operations of the Company including the
financial results of both  subsidiaries of the Company on a consolidated  basis.
We  expect  that in light  of the  proposed  divestiture,  GO will  qualify  for
treatment as a  discontinued  operation in reporting  periods  subsequent to the
divestiture.  Currently  the  ongoing  operations  of GO and the  operations  of
Tectonic, are consolidated with all of the other existing subsidiaries and ROI.

      The  Company has  categorized  its primary  sources of revenue  into:  (1)
license fees, (2) support and update  service fees, (3) consulting  fees and (4)
advertising  revenue.  License  fees are  earned  by  granting  licenses  to the
Company's customers 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 the Company's
software  products as part of the continuing effort to provide complete customer
service  and  access to the latest  available  technology.  Consulting  fees are
earned by  providing  services to  customers,  including  database  analysis and
website  design,  systems  analysis  and  design,  programming,   and  training.
Advertising  revenue is generated from the listings of  advertisements  in print
and  electronic  directories,  the sale of banner,  sponsorship,  and  text-link
advertisements,   including   sponsored  search   advertisements  and  from  the
photography and display of products including their attributes on websites.

      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 the Company's sales force and alliance  partners.  The Company
does not have a material backlog of unfilled  software  orders,  and product and
consulting  revenue  in any  quarter  is  substantially  dependent  upon  orders
received during that quarter although the Company's  Tectonic Network subsidiary
continues  to sign many two and three year  contracts  and at June 30,  2004 had
signed but  unbilled  two and three  year  contracts  under  which  payments  to
Tectonic  will equal  approximately  $1,076,000.  This  amount is in addition to
approximately  $1,767,000 in deferred  revenue  included on the balance sheet at
June 30, 2004 for both Tectonic Network and GO Software.  Customers  invoiced by
the Company are generally granted 30 day terms.  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 one quarter to the next.
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 these factors, many of which are beyond the control
of the Company's management.


                                       11
<PAGE>


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 once
(i) a non-cancelable  license  agreement has been signed,  (ii) the software and
related   documentation   have  been  shipped,   (iii)  there  are  no  material
uncertainties  regarding customer  acceptance,  (iv) collection of the resulting
receivable is deemed probable,  and (v) no significant other vendor  obligations
exist.   The  revenue   associated  with  any  license   agreements   containing
cancellation or refund  provisions is deferred until such  provisions  lapse. In
cases of future obligations, if such obligations are insignificant, then related
costs are accrued  immediately.  If the  obligations are  significant,  then the
software product license revenues are deferred.  Future contractual  obligations
can include software customization,  requirements to provide additional products
in the future and to port  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, which is generally one year. Support and update service
revenues are primarily earned by the GO Software subsidiary.

      Consulting  fee revenues are generated  from  professional  consulting and
training  services and are  recognized  when the  services  are  performed or if
included  in  a  medium   term   consulting   agreement,   than   according   to
percentage-of-completion  basis. Consulting fee revenue is earned by both the GO
Software and Tectonic Network subsidiaries.

      Advertising  revenue is generated from the listings of  advertisements  in
directories,  the sale of banner,  sponsorship,  and  text-link  advertisements,
including  sponsored search  advertisements and from the photography and display
of  products  on our  websites.  Advertising  revenue  connected  to the sale of
advertising in print  directories is only  recognized  upon the  publication and
shipment  of  those  directories.  Revenue  from  the  sale  of  advertising  or
photography  for the display on our  websites is  recognized  over the  contract
subscription  period,  which is generally one year.  Advertising revenue is only
earned at the Tectonic Network subsidiary.

Goodwill and Other Intangible Assets

      Goodwill   represents  the  excess  of  consideration   paid  in  business
combinations  over the  estimated  fair  value  of the  assets  acquired.  Other
intangible assets consist primarily of acquired technology,  database assets and
proprietary  concepts  ("Technology  based  intangibles");  customer  lists  and
customer   contracts   ("Customer-related


                                       12
<PAGE>


intangibles") and non-competition agreements  ("Marketing-related  intangibles")
related to  acquisitions  accounted for under the purchase method of accounting.
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".  This  approach  requires  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.

      The Company completes its annual goodwill impairment tests for its payment
processing  reporting  unit as of  June  30 of  each  year  and  will  test  its
construction  information  reporting unit goodwill on December 31, of each year.
As of June  30,  2004  and  2003,  the  estimated  fair  values  of the  payment
processing  reporting unit exceeded the carrying  values of the reporting  unit;
therefore,  no impairment charge was recognized in the results of operations and
financial  position.  Additionally,  the Company tests  between  annual dates if
indications of potential  impairment  exist.  There were no such  indications of
impairment  during  fiscal  2004.  If it is  determined  in the  future  that an
impairment of goodwill and other  intangibles  assets exists,  the Company would
incur  impairment  charges of up to $3,160,681  and  $5,034,414 for goodwill and
intangibles assets, respectively. In fiscal 2004, goodwill and intangible assets
arose from the  acquisition  of  various  entities  including  the  purchase  of
specific  assets out of foreclosure  from a third party. In the third quarter of
fiscal  2003,  the Company  reduced the  estimated  useful life of its  acquired
software from five to three years as a result of management's  consideration  of
various factors including industry standards and the condition of the underlying
assets.

      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 the fiscal  years  ended June 30,  2004 and
2003.  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).

      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.


                                       13
<PAGE>

                              RESULTS OF OPERATIONS


    STATEMENT OF OPERATIONS DATA              YEARS ENDING JUNE 30,
                                      ---------------------------------------
                                          2004                     2003
                                      --------------          ---------------
REVENUE

License fees                             $6,705,502               $5,420,108
Support and update services               2,212,164                1,641,956
Advertising revenue                       1,052,598                        -
Consulting fees                             615,770                  799,198
                                      --------------          ---------------
Total revenue                            10,586,034                7,861,262
                                      --------------          ---------------

OPERATING EXPENSES

Cost of revenues                          1,169,949                  615,275
General and administrative                8,382,652                5,210,362
Sales and marketing                       3,402,307                1,828,938
Research and development                  1,530,464                1,325,531
Depreciation and amortization             1,963,137                1,697,877
                                      --------------          ---------------
Total operating expenses                 16,448,509               10,677,983
                                      --------------          ---------------

Operating loss                          (5,862,475)              (2,816,721)

Interest expense, net                     (421,181)                (318,454)
Other income                               285,904                        -
                                      --------------          ---------------
Net loss                               $(5,997,752)             $(3,135,175)
                                      ==============          ===============


STATEMENT OF OPERATIONS DATA AS
 A PERCENTAGE OF NET REVENUES

                                               YEARS ENDING JUNE 30,
                                         ------------------------------
                                                2004             2003
                                         --------------     -----------

REVENUE

License fees                                     63.4  %          68.9  %


Support and update services                      20.9             20.9
Advertising revenue                               9.9              0.0
Consulting fees                                   5.8             10.2
                                         -------------      -----------
Total revenue                                   100.0  %         100.0  %
                                         -------------      -----------

OPERATING EXPENSES

Cost of revenues                                 11.1              7.8
General and administrative                       79.2             66.2
Sales and marketing                              32.1             23.3
Research and development                         14.5             16.9
Depreciation and amortization                    18.5             21.6
                                         -------------      -----------
Total operating expenses                        155.4            135.8
                                         -------------      -----------

Operating loss                                 (55.4)           (35.8)

Interest expense, net                           (4.0)            (4.1)
Other income                                     2.7              0.0
                                         -------------      -----------
Net loss                                       (56.7)  %        (39.9)  %
                                         =============      ===========


                                       14
<PAGE>


2004 ACQUISITIONS

      The  introduction  of  the  Tectonic   business  segment  in  fiscal  2003
represented  a new  strategy  for the Company as it sought to develop a vertical
market to take advantage of core knowledge of the  construction  industry within
the  Company's  management  team as well as take  advantage  of what  management
believes  represents an opportunity for significant  growth. In fiscal 2004, the
Company completed three acquisitions to increase Tectonics'  capabilities in the
construction  information industry.  As a result of these new acquisitions,  the
Tectonic  business  generated  revenues of approximately  $1.2 million and had a
loss of approximately $4.2 million in 2004.

      To enhance GO's product offering in the electronic marketplace, on January
7, 2004, the Company  purchased  certain  foreclosed  assets of Atomic Software,
Inc. The  acquisition of the Atomic assets did not have a significant  impact on
the revenues of the Company during 2004.

REVENUES

      The Company had total  revenues of  $10,586,034 in fiscal 2004 compared to
$7,861,262 in fiscal 2003. Total revenues  increased by $2,724,772 or 34.7% from
2003 to 2004.  The  increase was  partially  due to the  Company's  new Tectonic
subsidiary,  which had total revenues of $1,167,777 in fiscal 2004. Tectonic had
no revenues in fiscal 2003. The remaining increase of $1,556,995 was a result of
increases  within GO's operations,  primarily the result of additional  PCCharge
sales as we continued  to sign up  additional  resellers  and  distributors  now
totaling over 1,600,  coupled with a  significant  increase in sales of our more
expensive RiTA middleware  products to customers who are again purchasing higher
dollar  middleware  software as the economy  continues to improve over the prior
year.  Annual support and update service revenue at GO also exhibited  increased
growth as the customer base for this support  continues to increase.  The top 10
customers  at GO comprised  18.4% of revenues in 2004 versus 15.6% in 2003.  The
top 10 customers at Tectonic comprised 19.0% of revenues in 2004.

      License fee revenue  received by GO continues to be the primary  source of
revenue,  generating 63.4% of total revenues in 2004, compared to 68.9% in 2003.
License fee revenue  increased by  $1,285,394  or 23.7% from fiscal 2003 to 2004
and represents  continued growth of our lower end PCCharge suite of products and
the benefit of increased sales we have seen from our RiTA  middleware  products.
The Company's pricing structure  remained  substantially the same during 2004 as
compared to 2003 and for the majority of its products,  the Company continues to
have lower prices than its major competitors.

      Support and update  services  provided by GO  comprised  20.9% of sales in
both 2004 and 2003.  Support and update services  increased by $570,208 or 34.7%
from fiscal 2003 to 2004. 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 with the Company
recently  surpassing  the 140,000 mark of unique  licenses  sold,  the number of
customers requiring annual support continues to increase.

      Advertising  revenues were  $1,052,598 in 2004, or 9.9% of total  revenue.
There were no  advertising  revenues  earned in 2003.  Advertising  revenues are
earned by Tectonic,  which commenced  operations in March 2003, but did not have
revenues  until fiscal 2004.  In periods  subsequent to the proposed sale of GO,
directory advertising revenues will become a larger portion of total revenue.

      Consulting  fee revenue  comprised 5.8% of sales in 2004 compared to 10.2%
in 2003.  Consulting fee revenue decreased by $183,428 or 23.0% from fiscal 2003
to 2004 and was primarily due to fiscal 2003  consulting fee revenues  including
revenues  from Campana Data which was closed in fiscal 2003.  This was partially
offset  with  consulting  fees earned on website  development  by  Tectonic.  In
periods  subsequent to the proposed sale of GO, we believe  consulting  revenues
will become the  largest  component  of total  revenues  earned by the  Tectonic
subsidiary  due to the  consulting  portion  having a higher  price  point  than
advertising revenues.

COST OF REVENUES

      Cost of revenues of  $1,169,949  in 2004 and $615,275 in 2003  represented
approximately 11.1% of 2004 revenues and 7.8% of 2003 revenues. Cost of revenues
increased  by $554,674  or 90.2%,  from 2003 to 2004,  primarily  as a result of
costs  of  $539,286  incurred  by  Tectonic  during  2004.   Tectonic  commenced
operations in


                                       15
<PAGE>


March  2003,  but did not  have any cost of sales  until  fiscal  2004.  Cost of
revenues at GO  represented  6.7% of revenues in 2004 and 7.8% in 2003.  Cost of
revenues  comprise  printing  and  distribution  costs  for the  Tectonic  print
directories and the costs of shipping,  product  manuals and shipping  materials
for shrink wrap software distributed by GO.

GENERAL AND ADMINISTRATIVE EXPENSES

      General and  administrative  expenses of $8,382,652 in 2004 and $5,210,362
in 2003  represented  approximately  79.2% of 2004  revenues  and  66.2% of 2003
revenues.  General and administrative expenses increased by $3,172,290 or 60.9%,
from 2003 to 2004.  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 increase in general and administrative
expense over the prior  fiscal year is primarily a result of the newly  acquired
businesses  within our Tectonic  subsidiary  including the costs associated with
the integration of the various  acquisitions  under a unified  management  team.
General and  administrative  costs incurred by Tectonic were  $3,021,996  during
2004. The Company continuously  reassesses its level of expenditure to eliminate
costs  inconsistent  with the expansion of our core  competency in  construction
information  and  electronic  transaction  processing  solutions.  In subsequent
periods,  Tectonic general and administrative  expenses are expected to occur at
the  same  levels  as  fiscal  2004 as the full  year  effect  of the  increased
management   personnel  from  the  various   acquisitions  is  offset  with  the
integration  costs of those  acquisitions  that  represented  one time  costs in
fiscal 2004.  Subsequent to the proposed sale of GO, general and  administrative
expenses  associated with the planned divestiture are expected to be significant
and will  include the costs of engaging  advisors for the planned  sale,  legal,
accounting and filing fees  associated  with the planned  transaction as well as
other charges related to the separation of back office functions.

SALES AND MARKETING EXPENSES

      Sales and marketing  expenses of $3,402,307 in 2004 and $1,828,938 in 2003
represented  approximately  32.1% of 2004  revenues and 23.3% of 2003  revenues.
Sales and marketing  expenses  increased by  $1,573,369  or 86.0%,  from 2003 to
2004. 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. GO also sells its payment processing
products through an internal sales force, which include both telephone sales and
direct sales. The increase in sales and marketing expenses over the prior fiscal
year is primarily a result of the newly acquired  businesses within our Tectonic
subsidiary as the various sales forces were  consolidated into a single national
sales force selling all product lines as well as a single  combined  inside sale
force. In addition, a combined branding and marketing effort was undertaken with
all acquired  businesses and product lines  re-branded under the single umbrella
brand of  Tectonic.  Sales and  marketing  expenses  incurred by  Tectonic  were
$1,133,541 in 2004.  The higher level of sales and  marketing  expense at GO was
focused  on  retaining  and  growing  license  fee and  support  revenue  and on
increasing our market share of units sold.  This included new branding and a new
logo for GO.  The  concerted  effort in the sales  and  marketing  arena was the
result of a 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  construction  information
solutions and payment processing products would have been adversely affected. In
periods  subsequent  to the  proposed  sale  of GO,  sales  commissions  for the
Tectonic  subsidiary  are  expected to  increase  as sales  continue to increase
although  marketing  expenses  will decline as branding  efforts at the level of
fiscal 2004 will be curtailed.

RESEARCH AND DEVELOPMENT

      Research and development  expenses of $1,530,464 in 2004 and $1,325,531 in
2003  represented  approximately  14.5%  of  2004  revenues  and  16.9%  of 2003
revenues. Research and development expenses increased by $204,933 or 15.5%, from
2003 to 2004.  Research and development  expenses consist  primarily of salaries
and related costs of development personnel. Research and development expense for
the Tectonic subsidiary was primarily incurred in the development of new product
lines and amounted to $277,861 in fiscal 2004 and $0 in 2003.  The  remainder of
these expenses were incurred for enhancement of the GO products. GO continues to
add functionality  and enhancements to its product family including  maintaining
an ever  increasing  list of  processor


                                       16
<PAGE>


certifications.  In October  2003,  the Company  released RiTA 2.1, 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 July 2004,
the Company  released  PCCharge  Version  5.7,  its  flagship  PC-based  payment
processing  solution with enhanced security and which required extensive quality
assurance  testing and  encryption  coding using Advanced  Encryption  Standards
("AES") to ensure the highest level of customer data protection. The Company had
the  product  audited  by an  external  audit  firm that  determined  the use of
PCCharge  Version  5.7 would not  prohibit a merchant  from  meeting  the Credit
Information  Security  Program  ("CISP")  requirements  when  implemented into a
secure environment.  These new releases and improvements are intended to provide
GO's customers with more powerful,  secure and user friendly solutions for their
payment  processing  needs. The Company also incurred an additional  $288,575 of
research and development spending on the payment gateway asset acquired by GO in
January 2004, in the form of additional  programmers  brought  onboard to ensure
greater  scalability and security of the acquired gateway.  This gateway will be
placed into service in the second quarter of fiscal 2005. In periods  subsequent
to the  proposed  sale of GO,  the  Company  expects  research  and  development
expenses to occur at the same percentages of revenue for the Tectonic subsidiary
as in fiscal 2004,  and while Tectonic will continue to develop new products and
will provide enhancements to existing products,  the nature of the products sold
by the  Tectonic  subsidiary  do not  require  as  significant  a  research  and
development effort as do GO's products.

DEPRECIATION AND AMORTIZATION

      Depreciation and  amortization  expense amounted to $1,963,137 in 2004 and
$1,697,877 in 2003. This  represented  approximately  18.5% of 2004 revenues and
21.6% of 2003 revenues.  Depreciation  and  amortization  expenses  increased by
$265,260 or 15.6%,  from 2003 to 2004.  This  increase was primarily a result of
amortization of newly-acquired  intangible assets of $753,806 during 2004 in the
Company's  Tectonic  subsidiary.  In fiscal 2003  depreciation  and amortization
expense  included  approximately  $458,133 of software and intangibles  from the
original acquisition of GO which were almost fully depreciated in that period.

INTEREST EXPENSE

      Interest  expense  amounted to $421,181 in 2004 and $318,454 in 2003,  and
represented  approximately  4.0% of 2004  revenues  and  4.1% of 2003  revenues.
Interest expense increased by $102,727 or 32.3%, from 2003 to 2004. The increase
is due to the interest charges on additional  borrowings during 2004,  including
the line of credit and the notes payable discussed below. Approximately $333,333
of 2004 interest expense represents non-cash charges related to the referral and
reseller  agreement  noted below.  This agreement was completed on September 17,
2004 and these non-cash charges will not reoccur. The Company will however incur
significant  non-cash  finance  charges in the amount of  $801,000  in the first
quarter of fiscal 2005  resulting  from the  issuance of warrants in  connection
with the various debt financings noted below.

OTHER INCOME

      Other income amounted to $285,904 in 2004 and $0 in 2003 and represented a
one time gain on the sale of a product line to a third party.

LIQUIDITY AND CAPITAL RESOURCES

      Cash and cash equivalents  amounted to $223,333 and $347,339 at the end of
fiscal 2004 and 2003, respectively.

      Cash used in  operations  amounted to  $3,187,254  and $877,721 for fiscal
2004 and  2003,  respectively.  The  Company's  fiscal  2004 and 2003  losses of
$5,997,752  and  $3,135,175  continued  to be the main  factor in the use of the
operating  cash flow.  During 2004,  the  Company's  Tectonic  subsidiary  which
included  the  acquisition  of  three  separate  companies  generated  a loss of
$4,171,403,  compared  with a loss of $283,261  in 2003.  This was offset by the
Company's GO Software subsidiary  generating income of $196,350 in 2004 compared
with a loss of $599,629  in 2003.  In  addition,  corporate  and other  expenses
amounted to  $2,022,699  in 2004 and  $2,252,285  in 2003.  Non-cash  charges in
fiscal 2004 and 2003 for depreciation and  amortization,  interest  accretion on
warrants  and  non-cash  compensation  amounted to  $2,262,349  and  $1,982,661,
respectively. The Company's net changes in working capital items for fiscal 2004
and 2003 amounted to net cash  provided of $548,149 and $274,793,  respectively.
This was  primarily  due to the  increase in both  accounts  payable and accrued
expenses  over the prior year of $750,258 and


                                       17
<PAGE>


$388,664,  respectively.   Accounts  payable  increased  primarily  due  to  the
increased level of expenditure resulting from the acquisition by Tectonic of the
three separate  companies and accrued  expenses  increased  primarily due to the
timing of bonus payments to the management of the GO Software subsidiary.

      Cash used in  investing  activities  amounted to $596,907  and $133,293 in
fiscal 2004 and 2003,  respectively.  In 2004, the amount  represented cash paid
for  equipment  and software  including a new customer  relationship  management
system  at GO in the  amount  of  $174,838  and for the  acquisitions  of  three
companies  by the  Tectonic  subsidiary.  During  2003,  the amount  represented
primarily cash paid for equipment and software purchases at GO.

      Cash provided by financing  activities amounted to $3,660,155 and $543,198
in fiscal 2004 and 2003,  respectively,  and  primarily  comprised the following
items:

      In  fiscal  2004,  $2,864,082  in  proceeds  was  raised  from the sale of
1,540,736  shares of common stock at prices ranging between $1.70 and $2.00, and
$45,000  was  received  as the result of the  exercise  of  warrants to purchase
150,000 shares. 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  2003,  the  Company  received  $85,000  of  proceeds  under  a
stockholder note payable.  The note was unsecured and non-interest  bearing, and
was repaid during 2004.

      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 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 ended September 17, 2002, the
Company was required to sell  products for the other party to earn referral fees
totaling  $225,000  in order to  satisfy  the  contractual  stipulations  of the
Referral  Agreement.  The  Company  only  achieved  sales and  referral  fees of
approximately $127,000 during that period and, consequently, was required to pay
approximately  $98,000 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 ended  September 17, 2003, was $375,000.  The Company only achieved sales
of approximately $214,000 in referral fees toward this amount and, consequently,
was  required to pay  approximately  $161,000 on October 10, 2003 to satisfy the
shortfall.  The  remaining  amount of sales and  referral  fees for the one year
period ending  September 17, 2004  amounted to $400,000.  Through  September 17,
2004, the Company has achieved sales of approximately $345,025 toward this final
amount.  The Company did not reach the $400,000 of sales in referral  fees as of
September 17, 2004, and  consequently the Company had to pay the other party the
shortfall in cash of $54,975.  Subsequent to September 17, 2004, the Company has
no further obligation in regards to this financing.

      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 bore interest at
1.25% per month and are  secured  by all the assets of the  Company.  On May 14,
2004 the line of credit was  modified  to include a bridge  loan  feature  under
which the Company borrowed $500,000 immediately and will borrow another $500,000
upon the presentation to the lender of an acceptable  letter of intent to divest
its GO  business.  The  bridge  loan is due at the  earlier of 120 days from the
first  advance or upon  closing the sale of the GO  business.  The  modification
increased  the interest  rate on the line of credit and bridge loan to 1.35% per
month. As of June 30, 2004,  $691,529 was  outstanding  under the line of credit
(including the bridge loan feature).


                                       18
<PAGE>


Subsequent to year end the  following  events  occurred  which have an impact on
liquidity and capital resources.

      On  August 2,  2004 the  bridge  loan  feature  of the line of credit  was
modified  to allow the  Company  to borrow an  additional  $250,000  immediately
(total of  $750,000)  and  provide for the  Company to borrow  another  $750,000
(representing  an  increase  of  $250,000  over the prior  commitment)  upon the
presentation to the lender of an acceptable letter of intent to divest of its GO
business.  The  modification  increased  the  interest  rate on the bridge  loan
portion of the line of credit to 1.5% per month. The bridge loan was extended to
the earlier of November 27, 2004 or the date of the closing of the proposed sale
of GO  Software.  In the  event the  bridge  loan is not paid in full by the due
date, the Company will pay the lender a weekly success fee of $10,000 increasing
in $2,500 increments until repayment.

      On August 18, 2004, the Company  borrowed  $1,500,000  under senior second
secured  convertible  notes  issued by the Company in a private  placement.  The
notes are  secured by a junior lien on  substantially  all of the  tangible  and
intangible  assets of the Company.  The notes bear interest at an effective rate
of 19%,  and are due on the  earlier of  February  1, 2005 or the closing of the
sale of GO  Software.  The notes have a  conversion  feature,  and contain  some
restrictions  on the Company's  ability to incur debt.  The  conversion  feature
allows  holders of these notes to  participate  in any of the  Company's  future
financings,  other  then  one  involving  only  debt  and  debt  securities,  by
converting the notes into securities to be issued at a conversion price equal to
80% of the price paid by other participants in the financing.  Arol Wolford, the
Company's  President and CEO executed a Guaranty,  Pledge and Security Agreement
whereby Mr. Wolford agreed to guaranty payment of the notes and has secured that
guaranty  with a  first-priority  security  interest  in all the  shares  of the
Company which he owns.

      On September 30, 2004, the Company borrowed the additional  $750,000 under
the bridge loan feature of its line of credit on the  presentation to the lender
of a series of acceptable letters of intent for the sale of GO.

      The Company has proposed the sale of GO as disclosed above.  Historically,
all of the Company's  operating  income and  substantially  all of its operating
cash flow has been generated by the GO operations. Tectonic is in an early stage
of its  development  and has not been able to generate  sufficient  cash for its
operations.  Management believes that the proceeds received from the anticipated
sale of GO will provide the Company with sufficient cash to operate for the next
12 months. Additionally, certain board members have formally committed to infuse
the Company  with up to  $1,000,000  on an as needed  basis for working  capital
purposes  through June 30, 2005. At this time, we have no other available credit
lines  or  other  loan  facilities  in  place.  While  certain  of  the  current
outstanding  indebtedness of the Company  attracts  penalties if not paid by the
due date,  management  believe  that it will be able to  refinance  such debt if
needed given its current progress toward the proposed sale of GO. If the Company
is  unable  to sell  GO in a  timely  manner,  the  Company  may  need to  raise
additional  capital  from  outside  sources  either  through the  incurrence  of
additional indebtedness or the sale of equity. If the Company is unable to raise
additional  capital  and secure  adequate  liquidity  as  described  above,  the
operations  of the Company  could be materially  impaired.  In this regard,  the
Company  would have to take  immediate  action to reduce costs which may include
headcount  and salary  reductions,  cessation of all  research  and  development
efforts  and the  implementation  other  short-term  programs  in an  effort  to
increase cash flow including the curtailment of currently  unprofitable lines of
business.

OFF BALANCE SHEET ARRANGEMENTS

      The Company has not identified any off balance sheet arrangements.

NEW ACCOUNTING PRONOUNCEMENTS

      Financial  Accounting  Standards Board ("FASB")  Interpretation  No. (FIN)
46(R),  "Consolidation of Variable Interest Entities",  issued in December 2003,
requires that if a business enterprise has a controlling financial interest in a
variable interest entity, and is considered the primary beneficiary, the assets,
liabilities and results of the activities of the variable  interest entity shall
be included in the consolidated financial statements of the business enterprise.
(FIN) 46(R) is effective  for the Company in the fourth  quarter of fiscal 2004.
Based  on the  Company's  evaluation  of the  requirements  of (FIN)  46(R),  no
variable  interest  entities that are subject to  consolidation  were identified
and, as such,  the adoption of (FIN) 46(R) for fiscal year 2004 had no impact on
the Company's consolidated financial position or results 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
was effective for most financial  instruments entered into or modified after May
31, 2003,  and otherwise was effective at the beginning of our first quarter for
fiscal 2004. The adoption of this Statement did not have a significant impact on
the Company's consolidated financial position or result of operations.


                                       19
<PAGE>


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  immediate
operations,  it  has  recently  announced  its  intention  to  divest  of its GO
subsidiary,  which management  believes will improve the Company's liquidity and
enable the further  expansion and  development of its  construction  information
properties.  If the  Company is unable to divest of GO in the near term or at an
acceptable  price,  then  additional  financing  through  debt or equity will be
required  to  maintain  and  support  our  operations  and to expand our product
offerings, particularly with respect to our new Tectonic subsidiary. The Company
may not be able to obtain such financing on acceptable  terms or at all when and
if required.

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

      The Company's GO subsidiary's success depends on its ability to compete in
an industry that is intensely  competitive,  continues to undergo  consolidation
and is 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,  technical support capabilities
and  delivery of reliable  product  support are  essential to  establishing  and
maintaining its market  position.  Based on our industry  knowledge,  we believe
that GO is 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 GO have entered the market. Management also believes that
GO has  significant  market  share in payment  processing  software on Microsoft
platforms.  GO, markets payment processing software for computer systems running
Windows, Unix, and Linux. Management cannot be assured that our competitors will
not develop  technologies that are similar to ours. IC Verify, a product line of
First Data Corp is the main competitor in this Windows based market. Many of our
competitors are much larger and more  established and are  significantly  better
capitalized,  leaving us at a substantial disadvantage. If the Company is unable
to  divest  of GO in the  near  term,  its  operations  may  suffer  for lack of
resources.


                                       20
<PAGE>


      The Company's  Tectonic  Network  subsidiary  operates in the construction
information  industry.  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 are faced at  Tectonic  Network  are  reputation  and  quality  of
service, relative price and performance, time to market, industry expertise, and
product fit.

      If the Company fails to compete  successfully,  our business and financial
prospects  may  be  materially  adversely  affected.  Some  of our  current  and
potential   competitors,   including  certain   multi-national   consulting  and
publishing  firms,  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.  Tectonic 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 payment  processing  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 GO's  Software  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 start-up nature of our Tectonic subsidiary;

      o     the evolving nature of our Tectonic  subsidiary  products  including
            market acceptance;

      o     the timing of introductions of or enhancements to our products;

      o     the evolving product lifecycle of 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  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.


      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.


                                       21
<PAGE>


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  continuing to develop  products to support our Tectonic
subsidiary   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  and  databases and could
result in substantial litigation costs and divert management resources.

      Much  of  our  future  success  depends  on our  ability  to  protect  our
proprietary  technology  and  databases.  The Company  relies  principally  on a
patent, 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 and databases 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.
GO's offerings of payment processing  solutions,  including through the web, may
present 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 demand, market acceptance, economic
conditions, competitive products and pricing, commercialization,  technology and
other risks.


                                       22
<PAGE>


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 six
such acquisitions. The Company may not be able to identify or acquire additional
companies on terms agreeable to us, if at all. If the Company fails to make such
acquisitions on agreeable terms,  this 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 a change in direction of the Company  including its
            new planned strategic focus;

      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;

      o     general   conditions  in  the   construction   industry  and/or  the
            transaction processing industry; or

      o     other events or factors.


                                       23
<PAGE>


      Furthermore,  in recent years, the stock market in general, and the market
for shares of stock in  technology  companies  in  particular  and micro caps in
general,  have 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.  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  significant  portion  of our  outstanding  common  stock  and are able to
exercise  significant  influence over 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.

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 as of the end of
the period  covered by this  report.  During the fourth  quarter of fiscal 2004,
there have been no changes in the  Company's  internal  control  over  financial
reporting  that has  materially  affected or is reasonably  likely to materially
affect,  the Company's  internal  control over financial  reporting.  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.


                                       24
<PAGE>


                                    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.


<TABLE>
<CAPTION>
 NAME                                  AGE      POSITION                                          DIRECTOR SINCE
 ----                                  ---      --------                                          --------------
<S>                                   <C>       <C>                                              <C>
 Charles A. McRoberts                  54       Director                                          2000

 John W. McRoberts                     51       Director                                          2000

 Charles Pecchio, Jr.                  57       Chairman of the Board                             2000

 Arol R. Wolford                       51       President, Chief Executive Officer, and           2001
                                                Director

 Theo P. VanderBoom                    57       Director                                          2002

 Laura C. Rogers                       44       Director                                          2002

 Sherwin Krug                          38       Chief Financial Officer                           N/A
</TABLE>


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

      JOHN W. MCROBERTS  (brother of Charles A. McRoberts)  serves as a director
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 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 in a transaction  valued at  approximately
$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 October 2003, Mr. Pecchio has also served as Chairman, President and
Chief Executive  Officer of Verification  Solutions,  Inc. which markets systems
and services for real-time  verification of insurance  coverage.  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,  a  non-profit  organization  that serves  youth,  senior
citizens,  and the handicapped,  and he serves as Chairman of this  corporation.
Since 2002, he has served as a director of 3001, Inc., a geospatial data company
based in Louisiana, and has served as Interim CEO of 3001 since March 2004. 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.


                                       25
<PAGE>


      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 Group 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 2000, 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.

COMMITTEES OF THE BOARD OF DIRECTORS

      The Compensation Committee consists of Laura C. Rogers (Chairman), Theo P.
VanderBoom and Christine Seymour (employee).  The Compensation Committee has the
authority to review all compensation matters relating to the Company and setting
the  compensation  levels  of  our  executive  officers.  If  a  member  of  the
Compensation  Committee  is  an  employee  of  the  Company,  when  his  or  her
compensation is being  reviewed,  he or she is not permitted to be present or to
participate.

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

      The Audit Committee consists of Theo P. VanderBoom (Chairman) and Laura C.
Rogers. 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 overall scope and plans for the annual audit,
the  auditors'   independence   from  management,   any  changes  in  accounting
principles, discussing with management and the independent auditors the adequacy
and  effectiveness  of the  accounting  and  financial  controls,  including our
systems to monitor and manage  business risk,  and legal and ethical  compliance
programs;  and  reviewing  the interim  and annual  financial  statements  to be
included in our SEC filings.  The Board of Directors has determined that Theo P.
VanderBoom is an Audit Committee  Financial Expert and is independent as defined
by the rules and regulations of the SEC.

      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.


                                       26
<PAGE>

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

DIRECTOR COMPENSATION

      Nonemployee directors receive 25,000 stock options on joining the Board of
Directors and 25,000 stock options on each one year anniversary thereafter.  The
exercise  price of the options is equal to the fair  market  value of the common
stock on the date of grant of the  options.  The  options  vest on the  one-year
anniversary  of the grant date.  The  options  expire ten years from the date of
grant. No additional  monetary  compensation is paid 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.

ITEM 10. EXECUTIVE COMPENSATION

      The  following  summary  compensation  table sets  forth the  compensation
earned by certain executive officers serving at the end of fiscal 2004.


                           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.            2004      $ 90,000     $   90,000                        -
Chairman of the Board (2)       2003      $ 94,500     $   94,500                        -
                                2002      $ 87,083     $  382,606(1)                     -

Arol R. Wolford                 2004      $ 90,000     $   90,000                        -
President and CEO  (3)          2003      $ 85,500     $   85,500                        -
                                2002      $ 15,000     $   15,000                  425,000

Sherwin Krug                    2004      $160,000     $   70,000                  160,000
Chief Financial Officer  (4)    2003      $ 72,000     $        -                  150,000
</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.

      (4)   Mr. Krug has served as Chief Financial Officer since January 2003.


                                       27
<PAGE>

                        OPTION GRANTS IN LAST FISCAL YEAR

      The  following  table sets forth all  individual  grants of stock  options
during  the fiscal  years  ended  June 30,  2003 and 2004,  to each of the Named
Executive Officers:

<TABLE>
<CAPTION>
                                                 NUMBER OF      PERCENT OF
                                  FISCAL YEAR   SECURITIES    TOTAL OPTIONS
             NAME AND               GRANTED     UNDERLYING      GRANTED TO     EXERCISE OR
        PRINCIPAL POSITION                        OPTIONS      EMPLOYEES IN    BASE PRICE     EXPIRATION
                                                  GRANTED      FISCAL YEAR     PER SHARE(1)       DATE
     ----------------------------------------------------------------------------------------------------
<S>                               <C>          <C>            <C>              <C>            <C>
     Charles Pecchio, Jr.                  -          -                  -              -              -
     Chairman of the Board

     Arol R. Wolford                    2003    175,000(2)            26.9%         $2.00      7/26/2012
     President and CEO                  2003    250,000(3)            38.5%          1.00      2/26/2013

     Sherwin Krug                       2004    160,000(3)            24.5%         $1.70     10/29/2013
     Chief Financial Officer            2003    150,000(3)            23.1%          1.00     12/31/2012
</TABLE>

      (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  two years from the date of
            grant.

      (3)   Grant becomes  vested and  exercisable  in a period of one year from
            date of grant.


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

<TABLE>
<CAPTION>
                                                          NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                                     UNDERLYING UNEXERCISED OPTIONS      IN-THE-MONEY OPTIONS AT
                                                           AT FISCAL YEAR END                FISCAL YEAR END
                                                     -------------------------------- -------------------------------
                                SHARES
     NAME AND PRINCIPAL        ACQUIRED      VALUE   -------------------------------- -------------------------------
         POSITION            ON EXERCISE   REALIZED   EXERCISABLE     UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
--------------------------- ------------ ----------- --------------- ---------------- ------------- -----------------
<S>                         <C>          <C>         <C>             <C>              <C>           <C>
Charles Pecchio, Jr.                  -           -               -                -             -                 -
Chairman of the Board

Arol R. Wolford                       -           -         425,000                -     $ 250,000                 -
President and CEO

Sherwin Krug                          -           -         150,000          160,000     $ 150,000           $48,000
Chief Financial Officer
</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


                                       28
<PAGE>


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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following  table sets forth  information as of September 21, 2004 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 and  shares a person  has the right to  acquire  beneficial  ownership  of
within  60 days of  September  21,  2004.  Except  as  otherwise  stated  in the
footnotes  below,  the named persons have sole voting and investment  power with
regard to the shares shown as beneficially owned by such persons.

<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER/RELATIONSHIP TO COMPANY                                 COMMON STOCK            PERCENT OF CLASS
                                                                                 NO. OF SHARES
<S>                                                                     <C>                             <C>
Charles A. McRoberts/Director                                                     1,052,640 (1)                    7.6%

John W. McRoberts/Director                                                          987,525 (2)                    7.1%

Charles Pecchio, Jr./Chairman of the Board                                          784,241 (3)                    5.7%

Arol R. Wolford/President, CEO, Director                                          3,452,127 (4)                   24.2%

Sherwin Krug/CFO                                                                    310,000 (5)                    2.2%

Laura C. Rogers/Director                                                             50,000 (6)                      *%

Theo P. VanderBoom/Director                                                          50,000 (7)                      *%
                                                                        ----------------------- -----------------------

All current executive officers and directors as a group (7 persons)               6,686,533                       45.5%
                                                                        ----------------------- -----------------------
</TABLE>

                                       29
<PAGE>

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

* Represents less than 1.0%.

      (1)   Includes 6,000 shares of common stock held by his spouse,  and 8,100
            shares of common stock held by his minor children.

      (2)   Includes 60,000 shares of common stock held by his spouse, and 4,000
            shares of common stock held by his minor children.

      (3)   Includes 11,331 shares of common stock held by his spouse.

      (4)   Includes  1,450,000 shares of common stock registered in the name of
            SpecSource.com,  Inc. a company in which Arol R.  Wolford owns 67.6%
            of the equity and based on that holding will receive  980,000 shares
            of the Company's common stock on the final dissolution of SpecSource
            and  425,000  shares Mr.  Wolford  has the right to  purchase  under
            outstanding stock options.

      (5)   Mr. Krug has the right to purchase  these shares  under  outstanding
            stock options.

      (6)   Ms. Rogers has the right to purchase these shares under  outstanding
            stock options.

      (7)   Mr.  VanderBoom  has  the  right  to  purchase  these  shares  under
            outstanding stock options.

<TABLE>
<CAPTION>
                                                        EQUITY COMPENSATION PLAN INFORMATION

                                                           (a)                     (b)                     (c)
                                                   -------------------- ---- ----------------- ---- ------------------
                                                                                                        NUMBER OF
                                                                                                       SECURITIES
                                                                                                        REMAINING
                                                                                                      AVAILABLE FOR
                                                        NUMBER OF            WEIGHTED-AVERAGE        FUTURE ISSUANCE
                                                    SECURITIES TO BE          EXERCISE PRICE          UNDER EQUITY
                                                       ISSUED UPON            OF OUTSTANDING          COMPENSATION
                                                       EXERCISE OF               OPTIONS,           PLANS (EXCLUDING
                                                       OUTSTANDING             WARRANTS AND            SECURITIES
                                                    OPTIONS, WARRANTS             RIGHTS              REFLECTED IN
PLAN CATEGORY                                          AND RIGHTS                                      COLUMN (A))
                                                   --------------------      -----------------      ------------------
<S>                                                <C>                       <C>                    <C>
Equity compensation plans approved by security
     holders..................................          1,763,917                 $1.67                  229,333

Equity compensation plans not approved by
     security holders.........................                  -                     -                        -
                                                   --------------------      -----------------      ------------------
    Total.....................................          1,763,917                 $1.67                  229,333
                                                   --------------------      -----------------      ------------------
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On October 29, 2003, the Company completed a $643,000 private placement of
common stock and warrants.  The Company issued 378,236 shares of common stock at
a purchase  price of $1.70 per share and warrants to purchase  378,236 shares of
common  stock at an  exercise  price of $2.50  per  share.  Participants  in the
private placement  included Arol Wolford,  the Company's  President and CEO, who
purchased  103,000  shares and received a warrant to purchase  103,000 shares of
common stock, and John McRoberts,  the Company's director, who purchased 100,000
shares and received a warrant to purchase  100,000  shares of common stock.  The
Company has agreed to register the common stock subject to the private placement
after one year if the shares cannot then be sold without registration, or within
six months after the Company's  common stock becomes accepted for listing on the
NASDAQ Small Cap or National Markets.

      On  November  18,  2003,  the Company and BBN  Acquisition,  Inc.  ("BBN")
consummated  a  merger  (the  "Merger")  whereby  BBN was  merged  with and into
Tectonic Solutions, Inc., a Georgia corporation and a wholly-owned subsidiary of
the Company ("Tectonic"),  pursuant to an Agreement and Plan of Merger, dated as
of  October  29,  2003.  In  connection  with the  Merger,  the  Company  issued
approximately  750,000  shares of its  common  stock for all of the  issued  and
outstanding shares of BBN's common stock. Arol Wolford,  the Company's President
and CEO,  held  approximately  41.6% of the  outstanding  shares of BBN's common
stock and received  311,671 shares of the Company's  common stock as a result of
the Merger. Mr. Wolford's daughter served on the Board of Directors of BBN.

      On  November  26,  2003,  the Company and  Construction  Yellow  Pages LLC
("CYP"),   consummated  the  transactions  contemplated  by  an  Asset  Purchase
Agreement,   dated  as  of  October  29,  2003,   whereby   Tectonic   purchased
substantially  all of the  operating  assets of CYP (the "Asset  Purchase").  In
connection  with the Asset  Purchase,  the Company  issued 750,000 shares of the
Company's common stock as consideration  for  substantially all of the operating
assets of CYP. Arol Wolford,  the Company's President and CEO held approximately
58% of the outstanding  shares of CYP's common stock and received 435,000 shares
of the Company's common stock as a result of the Asset Purchase.


                                       30
<PAGE>


      On January 2, 2004, the Company and SpecSource.com,  Inc.  ("SpecSource"),
consummated the transactions contemplated by an Asset Purchase Agreement,  dated
as of October 29, 2003, whereby Tectonic Solutions,  Inc., a Georgia corporation
and a wholly-owned subsidiary of the Company ("Tectonic") acquired substantially
all of the operating assets of SpecSource (the "SpecSource Asset Purchase").  In
connection  with  the  SpecSource  Asset  Purchase,  and  as  consideration  for
substantially  all of the assets of  SpecSource,  the Company  issued  1,450,000
shares of the Company's common stock,  entered into a non-interest  bearing note
payable in the amount of $533,000 and simultaneously  entered into a non-compete
agreement with one of the stockholders of SpecSource for $360,000. Arol Wolford,
the Company's  President and CEO, holds  approximately  67.6% of the outstanding
shares of  SpecSource  common  stock and,  based on that  holding,  will receive
approximately  980,000  shares  of the  Company's  common  stock  on  the  final
dissolution SpecSource.

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,
2004.

      On May 17, 2004,  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, 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

      The aggregate fees and expenses billed by BDO Seidman,  LLP, the Company's
independent  auditors,  for professional  services rendered for the audit of our
annual  financial  statements  and for the reviews of the  financial  statements
included in our quarterly reports on Form 10-QSB was approximately $124,000, for
fiscal 2003 and $140,000 for the fiscal year ended June 30, 2004.

AUDIT-RELATED FEES

      During fiscal 2003 and fiscal 2004, the aggregate fees and expenses billed
by BDO  Seidman,  LLP for audit  related  services in fiscal years 2003 and 2004
were  $15,000  and $28,000  respectively.  Fiscal  2003 audit  related  services
comprised of fees primarily related to meetings and proxy filing reviews. Fiscal
2004 audit related  services  comprised of fees and expenses related to Form 8-K
filings, proxy filings and meetings.

TAX FEES

      The aggregate fees billed by BDO Seidman, LLP for services rendered to the
Company for tax compliance,  tax advice and tax planning for the year ended June
30, 2003 and 2004 was approximately $17,000 and $23,000, respectively.


                                       31
<PAGE>


ALL OTHER FEES

      During  fiscal  2003 and  2004,  BDO  Seidman,  LLP did  render  any other
services or bill the Company any other fees not included above.

FEE PRE-APPROVAL POLICY

      The Audit  Committee has approved the  engagement of BDO Seidman,  LLP and
has approved a budget for certain audit,  audit related and tax related fees for
services to be rendered  for our 2005 fiscal  year.  The Audit  Committee,  or a
member of the committee,  must  pre-approve  all services  provided to us by the
Company's  independent  auditor.  All of the  services  rendered  by BDO Seidman
during fiscal 2004 were pre-approved by the Audit Committee. The Audit Committee
also approved the engagement of BDO Seidman, LLP for the audit and audit related
services performed for our fiscal year ended June 30, 2004.


                                       32
<PAGE>


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    RETURN ON INVESTMENT CORPORATION

      Date: October 12, 2004

                                    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.


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

/s/ Arol R. Wolford                      President, Chief Executive Officer     October 12, 2004
------------------------------------     and Director (Principal Executive
Arol R. Wolford                          Officer)


/s/ Sherwin Krug                         Chief Financial Officer (Principal     October 12, 2004
------------------------------------     Financial and Accounting Officer)
Sherwin Krug


/s/ Charles Pecchio, Jr.                 Chairman of the Board                  October 12, 2004
------------------------------------
Charles Pecchio, Jr.


/s/ Charles A. McRoberts                 Director                               October 12, 2004
------------------------------------
Charles A. McRoberts


/s/ John W. McRoberts                    Director                               October 12, 2004
------------------------------------
John W. McRoberts


/s/ Theo P. VanderBoom                   Director                               October 12, 2004
------------------------------------
Theo P. VanderBoom


/s/ Laura C. Rogers                      Director                               October 12, 2004
------------------------------------
Laura C. Rogers
</TABLE>


                                       33
<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.


                                       34
<PAGE>

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

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

                        CONSOLIDATED FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2004 AND 2003



                                      F-1
<PAGE>

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

                                                                        CONTENTS
--------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 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 - F29



                                      F-2
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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,
2004 and 2003, 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 the standards of the Public  Company
Accounting Oversight Board (United States). 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, 2004 and 2003 and the  results of their  operations
and their  cash flows for the years then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.


                                               /s/ BDO Seidman, LLP


Atlanta, Georgia
September 30, 2004


                                      F-3
<PAGE>

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

                                                     CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
June 30,                                                                  2004               2003
---------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>
ASSETS

CURRENT
   Cash and cash equivalents                                       $   223,333        $   347,339
   Accounts receivable, less allowance for doubtful accounts
     of $142,437 and $65,953, respectively (Note 15)                 1,453,265            835,771
   Prepaid expenses and other current assets                           386,249            107,957
---------------------------------------------------------------------------------------------------

Total current assets                                                 2,062,847          1,291,067

PROPERTY AND EQUIPMENT, NET (Notes 4 and 14)                           494,738            335,475

GOODWILL, NET (Note 5)                                               3,160,681            195,002

INTANGIBLE ASSETS, NET (Note 6)                                      5,034,414            943,970
---------------------------------------------------------------------------------------------------

                                                                   $10,752,680         $2,765,514
---------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

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

                                                     CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
June 30,                                                                                      2004               2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                                                  $   1,185,951      $     123,950
   Accrued expenses (Note 10)                                                            1,242,141            805,034
   Notes payable- related parties (Note 7)                                                 305,200             85,000
   Deferred revenue                                                                      1,766,625          1,002,182
   Line of credit (Note 8)                                                                 691,529                  -
   Other financing, net of unamortized discount (Note 9)                                   316,672            358,336
   Notes payable (Note 2)                                                                  893,000                  -
-----------------------------------------------------------------------------------------------------------------------

Total current liabilities                                                                6,401,118          2,374,502

COMMITMENTS AND CONTINGENCIES (Notes 2, 9, 12, 15, and 16)                                       -                  -

STOCKHOLDERS' EQUITY
   Common stock, .01 par value (25,000,000 shares authorized,
     13,717,054 and 11,323,494 outstanding)                                                137,170            113,235
   Additional paid-in capital                                                           21,287,863         11,353,496
   Accumulated deficit                                                                 (17,073,471)       (11,075,719)
-----------------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                                               4,351,562            391,012
-----------------------------------------------------------------------------------------------------------------------

                                                                                       $10,752,680       $  2,765,514
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

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

                                                 CONSOLIDATED STATEMENTS OF LOSS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Years ended June 30,                                                                          2004               2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                <C>
REVENUE

   License fees                                                                        $ 6,705,502        $ 5,420,108
   Support and update services                                                           2,212,164          1,641,956
   Advertising revenue                                                                   1,052,598                  -
   Consulting fees                                                                         615,770            799,198
-----------------------------------------------------------------------------------------------------------------------

Total revenue                                                                           10,586,034          7,861,262
-----------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES

   Cost of revenues (Note 1)                                                             1,169,949            615,275
   General and administrative (including non-cash consulting fees of $115,761
   in 2004 and non-cash compensation expense $78,020 in 2003 - Note 12)                  8,382,652          5,210,362
   Sales and marketing                                                                   3,402,307          1,828,938
   Research and development                                                              1,530,464          1,325,531
   Depreciation and amortization (Notes 4 and 14)                                        1,963,137          1,697,877
-----------------------------------------------------------------------------------------------------------------------

Total operating expenses                                                                16,448,509         10,677,983
-----------------------------------------------------------------------------------------------------------------------

Operating loss                                                                          (5,862,475)        (2,816,721)

Interest income                                                                              2,902             14,674
Interest expense (Note 12)                                                                (424,083)          (333,128)
Gain on sale of assets                                                                     285,904                  -
-----------------------------------------------------------------------------------------------------------------------

NET LOSS                                                                               $(5,997,752)       $(3,135,175)
-----------------------------------------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER SHARE                                                       $     (0.50)       $     (0.28)
-----------------------------------------------------------------------------------------------------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
 SHARES OUTSTANDING                                                                     11,940,665         11,236,535
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                      F-6
<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, 2002           11,093,780      $109,285                -  $         -  $10,706,926     $(7,940,544)  $ 2,875,667
  Repurchase and
    cancellation
    of common stock under
    earn-out (Note 2)             (257,194)       (2,572)               -            -            -               -        (2,572)
  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
  Return of escrow shares       (2,847,176)      (28,472)               -            -       28,472               -             -
  Issuance of common stock
    for cash                     1,540,736        15,407                -            -    2,848,675               -     2,864,082
  Exercise of warrants             150,000         1,500                -            -       43,500               -        45,000
  Issuance of common stock
    for acquisitions             3,550,000        35,500                -            -    6,833,500               -     6,869,000
  Issuance of warrants to
    consultants and lenders              -             -                -            -      180,220               -       180,220
  Net loss                               -             -                -            -            -      (5,997,752)   (5,997,752)
-----------------------------------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2004          13,717,054      $137,170                -  $         -  $21,287,863    $(17,073,471)  $ 4,351,562
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

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

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Years ended June 30,                                                    2004                2003
--------------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>
OPERATING ACTIVITIES
   Net loss                                                      $(5,997,752)        $(3,135,175)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization                               1,963,137           1,697,877
       Interest accretion on warrants, net (Note 9)                  333,333             333,333
       Non-cash referral fees (Note 9)                              (214,341)           (126,569)
       Non-cash consulting fees (Note 12)                            115,761                   -
       Non-cash interest expense (Note 12)                            64,459                   -
       Non-cash compensation                                               -              78,020
       Changes in working capital items:
         Accounts receivable                                         (22,727)            (42,112)
         Prepaid expenses and other current assets                  (215,867)             19,079
         Accounts payable                                            750,258            (268,907)
         Accrued expenses                                            388,664             478,777
         Deferred revenues                                          (352,179)             87,956
--------------------------------------------------------------------------------------------------

Cash used in operating activities                                 (3,187,254)           (877,721)
--------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES

   Purchase of property and equipment                               (382,505)           (133,293)
   Cash paid for acquisitions and intangibles (Note 2)              (214,402)                  -
--------------------------------------------------------------------------------------------------

Cash used in investing activities                                   (596,907)           (133,293)
--------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES

   Proceeds from the issuance of common stock (Note 11)            2,864,082             572,500
   Proceeds from line of credit (Note 8)                             691,529                   -
   Proceeds from director, officer and loans (Note 7)                305,200              85,000
   Proceeds from the exercise of warrants                             45,000                   -
   Repayment under director, officer and loans (Note 7)              (85,000)                  -
   Repayment under debt financing agreement (Note 9)                (160,656)            (98,428)
   Repayments of long term debt                                            -             (15,874)
--------------------------------------------------------------------------------------------------

Cash provided by financing activities                              3,660,155             543,198
--------------------------------------------------------------------------------------------------

NET  DECREASE IN CASH AND CASH EQUIVALENTS                          (124,006)           (467,816)

CASH AND CASH EQUIVALENTS, beginning of year                         347,339             815,155
--------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of year                           $   223,333         $   347,339
--------------------------------------------------------------------------------------------------
CASH PAID FOR INTEREST                                           $    26,291         $         -
---------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                      F-8
<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 ("ROI" or the "Company")
has  two  primary  operating  subsidiaries.   The  Tectonic  Network  subsidiary
("Tectonic") which develops and markets building product  information  solutions
for the  construction  industry  and  includes  i)  printed  directories,  ii) a
searchable online building product information  database,  iii) an online studio
for the search,  visualization and selection of carpet, paint and other textiles
and  iv)  customized  web  based  solutions  for  organizing   building  product
manufacturer databases for easier search and selection.

The GO Software subsidiary ("GO") develops and markets software and services for
credit  card,  debit  card and  check  transactions  processing  with  offerings
including  payment  processing  software for virtually  any computing  platform,
including  Windows,  Unix and Linux.  The recent purchase of an Internet gateway
solution will compliment the current software based payment processing solutions
by offering a secure, scalable internet only solution.

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's GO subsidiary sells its products  primarily  through resellers and
independent sales organizations while the Tectonic subsidiary sells its products
directly to building  product  manufacturers,  distributors,  independent  sales
organizations, general contractors,  subcontractors and heavy equipment dealers.
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.


                                      F-9
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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 its overall allowance for doubtful accounts.  The general reserve is based on
current  economic  factors in conjunction  with historical  collection  results.
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, 2004 and 2003 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

Goodwill  is tested  for  impairment  on an annual  basis as of June 30, for its
payment  processing  business  goodwill and  December  31, for its  construction
information  business  goodwill.  The  Company  tests  between  annual  tests if
indicators of potential  impairment  exist,  using a fair-value  approach.  This
approach requires 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. No
impairment of goodwill has been identified during any of the periods presented.

INTANGIBLE ASSETS

Intangible assets consist primarily of acquired technology,  database assets and
proprietary  concepts  ("Technology  based  intangibles");  customer  lists  and
customer   contracts   ("Customer-related   intangibles")  and   non-competition
agreements  ("Marketing-related  intangibles") related to acquisitions accounted
for under the purchase  method of  accounting.  Intangible  assets are amortized
using the straight-line method over their estimated period of benefit, estimated
to be three years.

The Company  identifies and records  impairment losses on intangible 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. No
impairment of intangible  assets has been  identified  during any of the periods
presented.

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


                                      F-10
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


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.

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,                              2004                    2003
--------------------------------------------------------------------------------
Net loss, as reported                       $(5,997,752)            $(3,135,175)
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                                     (614,214)               (282,721)
--------------------------------------------------------------------------------
Net loss, pro forma                         $(6,611,966)            $(3,402,516)
--------------------------------------------------------------------------------

Basic and diluted loss per
  share, as reported                        $   (0.50)              $   (0.28)
--------------------------------------------------------------------------------
Basic and diluted loss per                  $   (0.55)              $   (0.30)
  share, pro forma
--------------------------------------------------------------------------------

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,                              2004                    2003
--------------------------------------------------------------------------------

Risk free interest rate                          1.69%                   1.60%
Volatility factor                                  85%                    129%
Expected option life (years)                     1.7                     1.4
--------------------------------------------------------------------------------

The weighted  average fair value of options  granted during the years ended June
30, 2004 and 2003 was $0.85 and $0.69 per share, respectively.


                                      F-11
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


REVENUE RECOGNITION

The Company  recognizes  revenues from licenses of computer  software once (i) a
non-cancelable  license agreement has been signed, (ii) the software and related
documentation  have been  shipped,  (iii)  there are no  material  uncertainties
regarding customer  acceptance,  (iv) collection of the resulting  receivable is
deemed  probable,  and (v) no significant  other vendor  obligations  exist. The
revenue associated with any license agreements containing cancellation or refund
provisions  is  deferred  until  such  provisions  lapse.  In  cases  of  future
obligations,  if such  obligations  are  insignificant,  then related  costs are
accrued  immediately.  If the  obligations  are  significant,  then the software
product  license  revenues are  deferred.  Future  contractual  obligations  can
include software  customization and requirements to provide additional  products
in the future and to port  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 contract 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.

The historical  rate of product returns for the Company's  software  products is
negligible.  Further, the Company did not have any transactions during the years
ended June 30, 2004 or 2003  involving  reciprocal  arrangements  where goods or
services were purchased from an  organization  at the same time that the Company
licensed software or provided services to that organization.

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  when the  services  are  performed or if part of a
medium term  consulting  agreement,  than according to  percentage-of-completion
basis.

Advertising  revenue is generated from the listings of  advertisements  in print
and  electronic  directories,  the sale of banner,  sponsorship,  and  text-link
advertisements,   including   sponsored  search   advertisements  and  from  the
photography and display of products on websites.  Advertising  revenue connected
to the sale of advertising  in print  directories  is only  recognized  upon the
publication  and  shipment  of  those  directories.  Revenue  from  the  sale of
advertising  or photography  for the display on websites is recognized  over the
contract subscription period, which is generally one year.


                                      F-12
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

COST OF REVENUE

Cost of  revenue  consists  primarily  of costs  related  to the  manufacturing,
packaging,  documentation  and distribution of GO Software products and printing
and distribution costs related to Tectonic print directories.

ADVERTISING COSTS

Advertising  costs are  expensed  during the period in which they are  incurred.
Total  advertising  expenses for the fiscal years ended June 30, 2004,  and 2003
were $107,016 and $206,501, 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.

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.


                                      F-13
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


As a result of the net losses  incurred  in the years  ended  June 30,  2004 and
2003,  the  following  common shares were  antidilutive  and  accordingly,  were
excluded from the computation of loss per share:

                                                      2004               2003
--------------------------------------------------------------------------------

Stock options                                    1,763,917          1,243,317
Warrants                                         2,247,400          1,866,664
--------------------------------------------------------------------------------

                                                 4,011,317          3,109,981
--------------------------------------------------------------------------------

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

Financial  Accounting  Standards  Board (FASB)  Interpretation  No. (FIN) 46(R),
"Consolidation of Variable Interest Entities", issued in December 2003, requires
that if a business enterprise has a controlling financial interest in a variable
interest  entity,  and  is  considered  the  primary  beneficiary,  the  assets,
liabilities and results of the activities of the variable  interest entity shall
be included in the consolidated financial statements of the business enterprise.
(FIN) 46(R) is effective  for the Company in the fourth  quarter of fiscal 2004.
Based  on the  Company's  evaluation  of the  requirements  of (FIN)  46(R),  no
variable  interest  entities that are subject to  consolidation  were identified
and, as such,  the adoption of (FIN) 46(R) for fiscal year 2004 had no impact on
the Company's consolidated financial position or results 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
was effective for most financial  instruments entered into or modified after May
31, 2003,  and otherwise was effective at the beginning of our first quarter for
fiscal 2004. The adoption of this Statement did not have a significant impact on
the Company's consolidated financial position or result of operations.


                                      F-14
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                                                           D/B/A ROI CORPORATION

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

2.    BUSINESS COMBINATIONS

BBN Acquisition

On November 18, 2003, the Company,  and BBN Acquisition,  Inc., a North Carolina
corporation ("BBN"),  consummated a merger (the "Merger") whereby BBN was merged
with and into  Tectonic  Solutions,  Inc.  d/b/a  Tectonic  Network,  a  Georgia
corporation and a wholly-owned subsidiary of the Company ("Tectonic"),  pursuant
to an  Agreement  and Plan of Merger,  dated as of October  29,  2003.  Tectonic
survived the Merger as a wholly-owned  subsidiary of ROI. BBN provides an online
design resource for design  professionals in the commercial  interiors industry.
The BBN acquisition will extend the Company's strategic push into the commercial
construction  products  market by enhancing its offerings with BBN's  aggregated
product information web site.

In connection with the Merger, the Company issued  approximately  750,000 shares
of its common stock for all of the issued and outstanding shares of BBN's common
stock.  The shares were valued at $1.82 per share based on the closing  price of
the Registrant's common stock, as quoted on the Over-The-Counter  Bulletin Board
("OTCBB"), for a reasonable period before and after the terms of the Merger were
announced.  The  shares  issued to the  former  BBN  shareholders  have not been
registered under the Securities Act of 1933, as amended (the "Securities  Act").
Arol Wolford,  the Company's  President and CEO, held approximately 41.6% of the
outstanding  shares of BBN's  common stock and  received  311,671  shares of the
Company's common stock as a result of the Merger.  Mr. Wolford's daughter served
on the Board of Directors of BBN.

The following table presents the total purchase price of the Merger:

Value of ROI common stock issued                        $1,365,000
Cash acquired                                               (1,956)
Transaction costs                                           91,682
--------------------------------------------------------------------------------

Total Purchase Price Consideration                      $1,454,726
--------------------------------------------------------------------------------

The aggregate  purchase price has been allocated  based on fair values as of the
date of the completion of the Merger as follows:

Receivables                                             $    17,871
Prepaid expenses                                             12,029
Property and equipment                                       18,044
Goodwill                                                    584,927
Intangible assets                                         1,036,457
Accounts payable                                            (69,841)
Deferred revenue                                           (129,853)
Other current liabilities                                   (14,908)
--------------------------------------------------------------------------------

                                                        $ 1,454,726
--------------------------------------------------------------------------------


                                      F-15
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                                                           D/B/A ROI CORPORATION

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


CYP Acquisition

On November 26, 2003, the Company and Construction  Yellow Pages LLC, a Michigan
limited liability company ("CYP"),  consummated the transactions contemplated by
an Asset  Purchase  Agreement,  dated as of October 29, 2003,  whereby  Tectonic
purchased  substantially  all  of  the  operating  assets  of  CYP  (the  "Asset
Purchase").  CYP is a publisher of regional  comprehensive print directories for
the commercial  construction  industry.  CYP's products complement the Company's
entry  into  the  commercial  construction  products  database  market  with its
comprehensive print directories that are specialized for local markets.

In connection with the Asset Purchase,  the Company issued 750,000 shares of the
Company's common stock as consideration  for  substantially all of the operating
assets of CYP.  The shares  were  valued at $1.82 per share based on the closing
price of the Company's  common stock,  as quoted on the OTCBB,  for a reasonable
period  before and after the terms of the Asset  Purchase  were  announced.  The
shares issued to CYP have not been  registered  under the  Securities  Act. Arol
Wolford,  the  Company's  President  and  CEO  held  approximately  58%  of  the
outstanding  shares of CYP's  common stock and  received  435,000  shares of the
Company's common stock as a result of the Asset Purchase.

The following table presents the total purchase price of the Asset Purchase:


Value of ROI common stock issued                       $  1,365,000
Cash acquired                                               (54,626)
Transaction costs                                            94,536
--------------------------------------------------------------------------------

Total Purchase Price Consideration                     $  1,404,910
--------------------------------------------------------------------------------


The aggregate  purchase price has been allocated  based on fair values as of the
date of the completion of the Asset Purchase as follows:

Receivables                                            $    325,416
Prepaid expenses                                              1,771
Property and equipment                                       11,862
Goodwill                                                    487,204
Intangible assets                                         1,037,000
Accounts payable                                            (39,079)
Accrued expenses                                            (22,210)
Deferred revenue                                           (396,195)
Other current liabilities                                      (859)
--------------------------------------------------------------------------------

                                                       $  1,404,910
--------------------------------------------------------------------------------


                                      F-16
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                                                           D/B/A ROI CORPORATION

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


SpecSource Acquisition

On January 2, 2004, the Company and SpecSource.com, Inc., an Indiana corporation
("SpecSource"),  consummated the  transaction  contemplated by an Asset Purchase
Agreement,   dated  as  of  October  29,  2003,   whereby   Tectonic   purchased
substantially  all of the operating assets of SpecSource (the "SpecSource  Asset
Purchase").  SpecSource  is  an  online  directory  of  commercial  construction
products  manufacturers and their local supply chain of product  representatives
and distributors.

In  connection  with the  SpecSource  Asset  Purchase and as  consideration  for
substantially  all of the operating  assets of  SpecSource,  the Company  issued
1,450,000  shares of the  Company's  common stock;  entered into a  non-interest
bearing  note  payable  in  the  amount  of  $533,000  payable  to  one  of  the
stockholders  of  SpecSource;  and  simultaneously  entered  into a  non-compete
agreement with one of the  stockholders of SpecSource in exchange for a $360,000
non-interest bearing note. Due to the uncertainty that incremental payments will
be made beyond one year,  no imputed  interest was  calculated.  The shares were
valued at $1.82 per share based on the  closing  price of the  Company's  common
stock,  as quoted on the OTCBB,  for a  reasonable  period  before and after the
terms of the Asset Purchase were announced. The shares issued to SpecSource have
not been  registered  under the  Securities  Act.  Arol  Wolford,  the Company's
President  and CEO,  holds  approximately  67.6% of the  outstanding  shares  of
SpecSource  common stock and will receive  approximately  980,000  shares of the
Company's common stock as a result of the SpecSource  Asset Purchase.  The notes
issued are interest free and will mature in 10 years.  Until maturity,  payments
under the note will only be  required  when the  Company  has cash,  net of debt
obligations exceeding $5.25 million, on its quarterly balance sheet. At any time
such cash  threshold  is met,  the Company will make a payment on the note in an
amount by which the  Company's  cash exceeds $5 million.  As a result of matters
discussed in Note 19, these obligations are reflected as current liabilities.

The following table presents the total purchase price of the Asset Purchase:

Value of ROI common stock issued                       $  2,639,000
Notes issued                                                893,000
Transaction costs                                            65,171
--------------------------------------------------------------------------------

Total Purchase Price Consideration                     $  3,597,171
--------------------------------------------------------------------------------

The aggregate  purchase price has been allocated  based on fair values as of the
date of the completion of the SpecSource Asset Purchase as follows:

Receivables                                            $    270,364
Prepaid expenses                                             18,625
Property and equipment                                        7,710
Goodwill                                                  1,893,548
Intangible assets                                         2,158,000
Accounts payable                                           (185,694)
Accrued expenses                                            (10,466)
Deferred revenue                                           (554,916)
--------------------------------------------------------------------------------

                                                       $  3,597,171
--------------------------------------------------------------------------------


                                      F-17
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                                                           D/B/A ROI CORPORATION

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Under the purchase method of accounting pursuant to SFAS 141, the total purchase
prices as shown in the tables  above were  allocated  to acquired  entities  net
tangible and  intangible  assets based on their  estimated fair values as of the
date of the completion of the acquisition. Any excess of the purchase price over
the  fair  value  of  the  net  tangible   assets/liabilities  and  identifiable
intangible  assets  acquired were recorded as goodwill.  In accordance  with the
SFAS 142,  goodwill and intangible  assets with indefinite  lives resulting from
business  combinations  have not been  amortized  but instead will be tested for
impairment at least annually (more frequently if certain indicators are present)
while identifiable  intangible assets with finite lives are amortized over their
estimated  useful  lives.  In the  event  that  the  management  of the  Company
determines that the value of goodwill or intangible  assets has become impaired,
the Company will incur an accounting  charge for the amount of impairment during
the fiscal quarter in which the determination is made. The results of operations
of the acquired  entities have been included in ROI's results of operations from
the date of the closing of the respective acquisitions.

SUPPLEMENTAL PRO-FORMA DISCLOSURES

Supplemental  pro-forma  disclosures  of the results of operations  for the year
ended June 30, 2004 and 2003, as though the above  acquisitions  of BBN, CYP and
SpecSource had been completed as of July 1, 2002, are as presented below.  These
pro-forma  results have been prepared for  comparative  purposes only and do not
purport  to be  indicative  of what  operating  results  would have been had the
acquisitions actually taken place on July 1, 2002.


                                                    Year Ended June 30,

                                              2004                  2003
--------------------------------------------------------------------------------

Total Revenues                           $11,182,209             $ 8,793,278
--------------------------------------------------------------------------------

Net Loss                                  (8,038,662)             (7,460,585)
--------------------------------------------------------------------------------

Basic and Diluted Loss per share         $     (0.61)            $     (0.53)
--------------------------------------------------------------------------------

EARN OUT PROVISIONS

In conjunction with certain of the Company's pre-2004  acquisitions,  a total of
300,000 shares were  contingently  issuable based on the  achievement of certain
earn out provisions in then future periods. In accordance with these provisions,
a total of 60,502  shares were earned by a former  stockholder  of Net400,  Inc.
during fiscal 2003. 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.  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.  Systems,  Inc.
("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.


                                      F-18
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                                                           D/B/A ROI CORPORATION

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


3.    ASSET ACQUISITION

On January 7, 2004, the Company  purchased  certain  foreclosed assets of Atomic
Software,  Inc.,  ("Atomic") for approximately  $1,560,000 including transaction
costs of $19,595 and assumed liabilities of approximately $60,000. The purchased
assets,  primarily Atomic's gateway code, will complement the Company's existing
GO Software product line of Windows based software payment processing  solutions
by now offering a completely  Internet  based  application  that can be accessed
from any Internet browser and is not software dependent. This has been accounted
for as an acquisition of specific  assets and not as a business  combination as,
in accordance with Emerging Issues Task Force, EITF 98-3 "Determining  Whether a
Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business",
the  definition  of a business has not been met due to the lack of the necessary
elements including inputs, processes and outputs. The gateway asset has also not
yet been placed into  service and is still  undergoing  further  development  to
increase stability,  scalability and adequate security in the form of the Credit
Information Security Program ("CISP") audit compliance.

In connection with the purchase, the Company issued approximately 600,000 shares
of its common stock for  acquired  foreclosed  net assets of Atomic.  The shares
have been valued for accounting purposes at $2.50 per share based on the closing
price of the  Registrant's  common  stock,  as  quoted  on the  Over-The-Counter
Bulletin Board ("OTCBB"),  for a reasonable period before and after the terms of
the purchase was  announced.  The shares  issued to the former  owners of Atomic
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Securities Act").

4.    PROPERTY AND EQUIPMENT

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

                                                       2004            2003
--------------------------------------------------------------------------------

Computer equipment                                  $  292,282     $    203,167
Furniture and fixtures                                  80,918          206,150
Purchased software                                     759,747        1,200,482
--------------------------------------------------------------------------------

                                                     1,132,947        1,609,799
Less accumulated depreciation and amortization        (638,209)      (1,274,324)
--------------------------------------------------------------------------------

                                                    $  494,738     $    335,475
--------------------------------------------------------------------------------

Depreciation expense was approximately $264,000 and $574,000 for the years ended
June 30, 2004 and 2003, respectively.

5.    GOODWILL

Changes in the  carrying  amount of goodwill for fiscal 2003 and 2004 by segment
are as follows:

<TABLE>
<CAPTION>
                                              Balance as of                             BALANCE AS OF
                                              June 30, 2003         Acquisitions        JUNE 30, 2004
--------------------------------------------------------------- --------------------- -------------------
<S>                                           <C>                     <C>                <C>
Payment processing solutions                       $195,002                    -         $    195,002
Construction information systems                          -           $2,965,679            2,965,679
--------------------------------------------------------------- --------------------- -------------------

Total                                              $195,002           $2,965,679         $  3,160,681
--------------------------------------------------------------- --------------------- -------------------
</TABLE>

                                      F-19
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                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

6.    INTANGIBLE ASSETS

The components of finite-lived intangible assets are as follows:

<TABLE>
<CAPTION>
                                           2004                                              2003
                        -------------------------------------------     ------------------------------------------------
                            COST       ACCUMULATED  NET BOOK VALUE           Cost         Accumulated    Net Book Value
                                      AMORTIZATION                                        Amortization
------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>           <C>                 <C>             <C>                 <C>
Technology based            $5,285,020    $2,846,745    $2,438,275          $2,667,800      $1,723,830          $943,970
Customer related             2,332,000       422,528     1,909,472                   -               -                 -
Marketing related              840,000       153,333       686,667                   -               -                 -
------------------------------------------------------------------------------------------------------------------------

                            $8,457,020    $3,422,606    $5,034,414          $2,667,800      $1,723,830          $943,970
------------------------------------------------------------------------------------------------------------------------
</TABLE>

Intangible  assets  are  amortized  using the  straight-line  method  over their
estimated   period  of  benefit,   generally   considered  to  be  three  years.
Amortization  expense related to purchased  intangible assets was $1,698,776 and
$1,123,575 for the years ended June 30, 2004 and 2003, respectively.

Estimated future amortization  expense related to purchased intangible assets at
June 30, 2004 is as follows:

2005                                          $1,915,505
2006                                           1,915,505
2007                                           1,203,404
--------------------------------------------------------------------------------

Total                                         $5,034,414
--------------------------------------------------------------------------------


7.    NOTES PAYABLE - RELATED PARTIES

At June 30, 2003,  the Company has a note payable to a stockholder in the amount
of $85,000.  The note was unsecured  and  non-interest  bearing,  and was repaid
during 2004.

At June 30, 2004,  the Company had notes payable to a director,  officers and an
employee in the  aggregate  amount of $305,200.  The notes are  unsecured,  bear
interest at 10.00% and are due on demand.

8.    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 bore interest at 1.25% per
month or 15.00% per year and are  secured by all the assets of the  Company.  At
June 30, 2003, no amounts had been drawn under the line of credit.

On May 14, 2004 the line of credit was modified to include a bridge loan feature
under which the Company  borrowed  $500,000  immediately and will borrow another
$500,000 upon the presentation to the lender of an acceptable executed letter of
intent to divest of its GO Software business. The bridge loan, secured by all of


                                      F-20
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                                                           D/B/A ROI CORPORATION

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


the Company's  assets,  is due at the earlier of 120 days from the first advance
or upon closing the sale of the GO Software business. The modification increased
the  interest  rate on the line of credit and bridge  loan to 1.35% per month or
16.20% per year. As of June 30, 2004, $691,529 was outstanding under the line of
credit (including the bridge loan feature).

On August 2, 2004 the bridge loan  feature of the line of credit was modified to
allow the  Company  to  borrow an  additional  $250,000  at that date  (total of
$750,000)   and  to  provide  for  the  Company  to  borrow   another   $750,000
(representing  an  increase  of  $250,000  over the prior  commitment)  upon the
presentation to the lender of an acceptable letter of intent to divest of its GO
Software  business.  The modification  increased the interest rate on the bridge
loan  portion of the line of credit to 1.50% per month or 18.00%  per year.  The
bridge loan was  extended to the earlier of November 27, 2004 or the date of the
closing of the proposed sale of GO Software. In the event the bridge loan is not
paid in full by the due date,  the Company will pay the lender a weekly  success
fee of $10,000 increasing in $2,500 increments until repayment.

On September 30, 2004, the Company  borrowed the  additional  $750,000 under the
bridge loan feature of its line of credit on the presentation to the lender of a
series of acceptable letters of intent for the proposed sale of GO.

9.    DEBT FINANCING AND ISSUANCE OF WARRANTS

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 terms of the agreement  governing the payment  advance (the
"Referral  Agreement"),  the advance is required to be repaid in  referrals  and
software  sales in  increasing  increments  over a  three-year  period  from the
effective date of the Referral  Agreement.  The Company is also required to keep
certain of its  software  source  code in escrow,  with the other party named as
beneficiary, in the event of the Company's default under the Referral Agreement.
Other remedies in the event of default  include,  among other things,  the other
party's right to terminate the Referral Agreement, demanding repayment of unpaid
portions of the advance, meeting the payment milestone which served as the basis
for the default,  or  conversion  of 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 Referral  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 ended  September  17, 2002,  the
Company was required to sell  products for the other party to earn referral fees
totaling  $225,000  in order to  satisfy  the  contractual  stipulations  of the
Referral  Agreement.  The  Company  only  achieved  sales and  referral  fees of
approximately $127,000 during that period and, consequently, was required to pay
approximately  $98,000 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 ended  September 17, 2003, was $375,000.  The Company only achieved sales
of approximately $214,000 in referral fees toward this amount and, consequently,
was  required to pay  approximately  $161,000 on October 10, 2003 to satisfy the
shortfall.  The  remaining  amount of sales and  referral  fees for the one year
period ending  September 17, 2004  amounted to $400,000.  Through  September 17,
2004, the Company had achieved sales of approximately $345,245 toward this final
amount.  The Company did not reach the $400,000 of sales in referral  fees as of
September 17, 2004, and  consequently the Company had to pay the other party the
shortfall in cash of $54,975.


                                      F-21
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--------------------------------------------------------------------------------


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
was  recorded as  representative  of the value of the  warrants  sold as paid in
capital. In accordance with APB 14, the Company 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  for each of the years ended
June 30, 2004 and 2003.

10.   ACCRUED EXPENSES

Accrued expenses consisted of the following at June 30:

                                                       2004             2003
--------------------------------------------------------------------------------

Compensation                                     $  949,929         $549,293
Consulting fees and other                           231,263          178,738
Sales tax                                            60,949           77,003
--------------------------------------------------------------------------------

                                                 $1,242,141         $805,034
--------------------------------------------------------------------------------

11.   PRIVATE PLACEMENTS

On October 29,  2003,  the Company  completed a private  placement of its common
stock and warrants in the amount of $643,000.  The Company issued 378,236 shares
of common stock at a purchase  price of $1.70 per share and warrants to purchase
378,236  shares  of  common  stock at an  exercise  price of  $2.50  per  share.
Participants  in the private  placement  included  Arol  Wolford,  the Company's
President  and CEO,  who  purchased  103,000  shares  and  received a warrant to
purchase 103,000 shares of common stock,  and John McRoberts,  a director of the
Company, who purchased 100,000 shares and received a warrant to purchase 100,000
shares of common  stock.  The Company has agreed to  register  the common  stock
issued in the private placement after one year if the shares cannot then be sold
without  registration  or within six months  after the  Company's  common  stock
becomes accepted for listing on the NASDAQ Small Cap or National Markets.

On March 15, 2004, the Company completed a private placement of its common stock
in the amount of $1,750,000.  The Company issued 875,000  unregistered shares of
common  stock at a purchase  price of $2.00 per share.  The  company  utilized a
registered broker dealer as a selling agent for a portion of the transaction and
incurred  fees in the  amount  of  $104,000.  The  Company  provided  piggy-back
registration rights to all the participants in the private placement.

On June 22, 2004, the Company  completed a private placement of its common stock
in the amount of $575,000.  The Company  issued 287,500  unregistered  shares of
common  stock at a  purchase  price of $2.00 per  share.  The  Company  provided
piggy-back registration rights to all the participants in the private placement.


                                      F-22
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                                                           D/B/A ROI CORPORATION

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


12.   STOCK OPTIONS, WARRANTS AND OTHER EQUITY

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.

Information regarding the option plans are as follows:

<TABLE>
<CAPTION>
                                                 2004                                 2003
-----------------------------------------------------------------------------------------------------------------------
                                                          WEIGHTED                             Weighted
                                                           AVERAGE                              Average
                                                          EXERCISE                             Exercise
                                          SHARES             PRICE             Shares             Price
-----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>              <C>                 <C>
Outstanding, beginning of year         1,244,217             $1.66            261,342              $3.88
   Granted                               652,000              1.95          1,045,000               1.34
   Exercised                                   -                 -                  -                 -
   Forfeited                            (132,300)             3.03            (62,125)              5.53
-----------------------------------------------------------------------------------------------------------------------

Outstanding, end of year               1,763,917             $1.67          1,244,217              $1.66
-----------------------------------------------------------------------------------------------------------------------

Exercisable, end of year                 764,917                              194,317
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-23
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


The following table summarizes information about the Company's outstanding stock
options as of June 30, 2004.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                        Options Outstanding                                        Options Exercisable
----------------------------------------------------------------------------------------------------------------
                                  Weighted-Average
                                    Remaining         Weighted                                       Weighted
                       Number      Contractual        Average                                        Average
Range of Exercise   Outstanding        Life           Exercise       Number Exercisable at           Exercise
      Price         at June 30,                        Price             June 30, 2004                Price
                        2004
----------------------------------------------------------------------------------------------------------------
                                     (years)
<S>       <C>          <C>             <C>           <C>                   <C>                         <C>
 $ 1.00 - $1.70        1,164,667       7.2           $ 1.29                658,667                     $ 1.01
 $ 2.00 - $2.50          498,000       5.6             2.20                  5,000                       2.00
 $ 3.00 - $5.00          101,250       1.7             3.36                101,250                       3.36
----------------------------------------------------------------------------------------------------------------
                       1,763,917       6.4           $ 1.67                764,917                     $ 1.32
----------------------------------------------------------------------------------------------------------------
</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.  At June 30,  2004,  706,664  of these  warrants  were
outstanding.

As  mentioned  in Note 8 above,  during  2004 the  Company  issued  warrants  to
purchase  37,500 shares of common stock at an exercise  price of $2.00 per share
in connection  with the renewal of the Company's line of credit.  The fair value
of these warrants, which amounted to $64,459, was charged to interest expense.

As mentioned in Note 9 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 expired on September 17, 2004

As  mentioned  in Note 11 above,  during  2004 the  Company  issued  warrants to
purchase  378,236 shares of common stock at an exercise price of $2.50 per share
in connection with a private placement of Common Stock.

During  2004,  the Company  issued  warrants to purchase an aggregate of 115,000
shares of common stock at an exercise price of $2.50 to various consultants. The
fair value of these warrants, which amounted to $115,761, was charged to general
and administrative expense.

OTHER

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.
At that time,  the Company  entered into an escrow  agreement with three current
members of its Board of Directors, Charles McRoberts, John McRoberts and Charles
Pecchio,  Jr. The escrow agreement provided that approximately  3,765,930 shares
of the  Company's  common  stock  would be held in escrow  for  release to these
directors  (i) when certain  financial  milestones  are reached,  or (ii) upon a
change of  control.  While  these  shares  were held in  escrow,  the  directors
exercised  voting  rights with  respect to the  escrowed  shares.  However,  the
Company's  management analyzed the directors'  ownership of the Company's shares
in the  escrow  account  and  concluded  that  having  approximately  33% of the
outstanding common stock in escrow was not conducive to the Company's  strategic
plans.


                                      F-24
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Accordingly,  on October 29,  2003,  a  settlement  was  reached  with the three
directors,  providing  for a release of 750,000 of the escrowed  shares on a pro
rata basis to the three directors based on their  ownership  interests,  with an
additional  168,754  shares  to remain in escrow  through  October  2006,  to be
released to Mr. Pecchio,  the Chairman of the Board, if the trading price of the
Company's  common stock reaches and maintains  certain  price  targets.  None of
these  targets  were met in 2004.  Under  the  terms  of the  escrow  settlement
agreement,  the remaining  2,847,176 shares were forfeited by the directors back
to the  Company  and were  placed in the  treasury.  The  release of the 750,000
shares did not result in any stock based compensation as the previously escrowed
shares in total represented their proportionate  interests in the Company at the
time of its reverse merger in 2000.

13.  INCOME TAXES

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

Years Ending June 30,                                    2004            2003
--------------------------------------------------------------------------------

Deferred Federal income tax benefit               $(2,123,100)    $(1,410,900)
Deferred state income tax benefit, net
   of Federal tax benefit                            (374,700)       (248,900)
Change in valuation allowance                       2,497,800       1,659,800
--------------------------------------------------------------------------------

                                                  $         -     $         -
--------------------------------------------------------------------------------

As of June 30, 2004 and 2003, deferred tax assets comprised the following:

Years ended June 30,                                    2004            2003
--------------------------------------------------------------------------------

DEFERRED TAX ASSETS

Net operating loss
   carry-forwards - Federal                       $ 5,885,200     $ 4,106,100

Net operating loss
   carry-forwards - state                           1,038,600         724,600

Non cash compensation
   not currently deductible                            33,000          31,200

Intangible assets                                     722,300         370,500

Reserves not currently
   deductible                                         159,300         108,200
--------------------------------------------------------------------------------

Total deferred tax asset                            7,838,400       5,340,600
Valuation allowance                                (7,838,400)     (5,340,600)
--------------------------------------------------------------------------------

                                                  $         -     $        -
--------------------------------------------------------------------------------

The Company has net  operating  loss  carry-forwards  available to reduce future
taxable income,  if any, of approximately  $17,310,000 for Federal and state tax
purposes. The benefits from these carry-forwards expire through 2024. As of June
30, 2004,  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.


                                      F-25
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


14.  CHANGE IN ACCOUNTING ESTIMATE

In conjunction with the  implementation  of SFAS No. 142, 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.

15.  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, 2004 the Company's  net accounts  receivable  were  approximately
$1,453,265.  During 2004 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.

16.  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
----------------------------------------------------------------

       2005                       $  751,005
       2006                          391,218
       2007                           96,313
       2008                           64,641
       2009                           40,475
----------------------------------------------------------------

       Total                      $1,343,652
----------------------------------------------------------------

Rent expense relating to these operating leases was  approximately  $581,000 and
$433,000 for 2004 and 2003, respectively.


                                      F-26
<PAGE>

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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

17.   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
50% of the  employee's  contributions  elected as a salary  deferral by eligible
employees, up to 7.5% of each employee's salary. Prior to June 2003, the Company
made discretionary matching contributions of 25% of the employee's contributions
elected as a salary deferral by eligible employees, up to 15% of each employee's
salary. The Company's  matching  contributions for the years ended June 30, 2004
and 2003 were approximately $126,158 and $112,108, respectively.

18.   SEGMENTS

Based on the  quantitative  thresholds  specified  in SFAS No.  131, in the year
ended June 30,  2004,  the Company  has  determined  that it has two  reportable
segments:  payment processing solutions and construction  information solutions.
The  construction  information  business  develops and markets  building product
information solutions for the construction industry while the payment processing
software  business  develops and markets  software and services for credit card,
debit card and check transaction processing.

The  accounting  policies  of the  operating  segments  are the  same  as  those
described in the Summary of Significant Accounting Policies. The Company's chief
operating  decision  maker  evaluates  performance  of  the  segments  based  on
operating  income.  Costs excluded from this profit measure primarily consist of
allocated corporate expenses, interest/other expense and income taxes. Corporate
expenses are  primarily  comprised of corporate  overhead  expenses.  Assets not
allocable to any individual  segment are corporate  assets,  which are primarily
comprised of receivables, prepaid expenses and property and equipment.

Summary information by segment follows:

<TABLE>
<CAPTION>

-------------------------------------- ------------------  ------------------ -------------------- --------------------
                                            Payment          Construction
Year ended June 30, 2004                  Processing          Information          Corporate
                                           Solutions           Solutions           and Other              Total
-------------------------------------- ------------------  ------------------ -------------------- --------------------
<S>                                        <C>                  <C>                 <C>               <C>
Total revenue                              $9,418,257           $1,167,777          $        -        $10,586,034
Depreciation and amortization               1,095,239              813,314              54,584          1,963,137
Net income (loss)                             196,350           (4,171,403)         (2,022,699)        (5,997,752)
Goodwill                                      195,002            2,965,679                   -          3,160,681
Total assets                                3,401,754            8,108,973             318,082         11,828,809
</TABLE>

<TABLE>
<CAPTION>
                                            Payment           Construction
Year ended June 30, 2003                   Processing         Information          Corporate
                                           Solutions           Solutions           and Other              Total
-------------------------------------- ------------------- ------------------- -------------------  -------------------
<S>                                        <C>                  <C>                 <C>                  <C>
Total revenue                              $7,861,262           $        -          $        -        $ 7,861,262
Depreciation and amortization               1,348,551                8,946             340,380          1,697,877
Net loss                                     (599,629)            (283,261)         (2,252,285)        (3,135,175)
Goodwill                                      195,002                    -                   -            195,002
Total assets                                2,536,894              106,405             122,215          2,765,514
</TABLE>


                                      F-27
<PAGE>


19.   SUBSEQUENT EVENTS

Proposed Divestiture of GO

On September 27, 2004, the Company  announced that it has retained an advisor to
assist in a proposed  divestiture  of GO. The  proposed  divestiture  is part of
ROI's new business  strategy to focus on its  construction  information  product
offerings through Tectonic.

Historically,  ROI has functioned as a holding  company with  businesses in both
the  payment  processing  and,  more  recently,  the  construction   information
industries.  These  industries are unrelated and are not  synergistic in nature.
Management has determined that the Company's  future  prospects would be greatly
enhanced by focusing on the  construction  information  industry rather than the
payment processing industry.  While GO has achieved success under ROI, achieving
revenue  growth and becoming a market leader,  management  has  recognized  that
competitors  in the payment  processing  industry  have much  greater  financial
resources than ROI and that the continued success of GO would be put at risk due
to the  undercapitalization  of ROI.  Thus,  it is in the best  interests of the
Company and its  stockholders  that the Company  pursue a path where it believes
the odds of future success are greatly  improved.  The construction  information
industry is a highly fragmented industry with numerous  opportunities for growth
and service needs that are yet unserved by the marketplace.  By divesting of GO,
the Company will greatly  improve its liquidity.  Management  believes that this
improved  liquidity  position  will  provide an  opportunity  for our  executive
management team to focus on an industry where they have the most experience.

ROI has  received a number of offers for the sale of GO Software  and intends to
complete the proposed divestiture as soon as practicable, subject to negotiation
of a definitive  agreement,  receipt of stockholder approval and satisfaction of
all other conditions precedent.

Financings

As  discussed  in Note 8, on August  2,  2004 the  bridge  loan  feature  of the
Company's  line of  credit  was  modified  to allow  the  Company  to  borrow an
additional  $250,000  at that date  (total of  $750,000)  and to provide for the
Company to borrow another  $750,000  (representing  an increase of $250,000 over
the prior  commitment)  upon the  presentation  to the  lender of an  acceptable
executed  letter  of  intent  to  divest  of  its  GO  Software  business.   The
modification  increased the interest rate on the bridge loan portion of the line
of credit to 1.50% per month or 18.00% per year. The bridge loan was extended to
the earlier of November 27, 2004 or the date of the closing of the proposed sale
of GO  Software.  In the  event the  bridge  loan is not paid in full by the due
date, the Company will pay the lender a weekly success fee of $10,000 increasing
in $2,500 increments until repayment.

On September 30, 2004, the Company  borrowed the  additional  $750,000 under the
bridge loan feature of its line of credit on the presentation to the lender of a
series of acceptable letters of intent for the sale of GO.

On August 18, 2004, the Company borrowed  $1,500,000 under senior second secured
convertible  notes,  held by an investment  company.  The notes are secured by a
junior lien on  substantially  all of the tangible and intangible  assets of the
Company.  The notes bear interest at an effective rate of 19.00% per annum,  and
are due on the  earlier  of  February  1, 2005 or the  closing of the sale of GO
Software.  The notes have a


                                      F-28
<PAGE>


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

                                  CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


conversion  feature,  and contain some  restrictions on the Company's ability to
incur other debt. In connection with this  transaction,  the Company also issued
warrants to the lender to purchase  500,000 shares of common stock at a price of
$1.52 per share to the  holder  of the  notes.  The  conversion  feature  allows
holders of these notes to participate in any of the Company's future financings,
other then one involving only debt and debt securities,  by converting the notes
into  securities  to be issued at a  conversion  price equal to 80% of the price
paid by  other  participants  in the  financing.  Arol  Wolford,  the  Company's
President and CEO executed a Guaranty, Pledge and Security Agreement whereby Mr.
Wolford  agreed to guaranty  payment of the notes and has secured that  guaranty
with a first-priority  security  interest in all the shares of the Company which
he owns.

While no  absolute  assurances  can be  given,  the  Company  believes  that its
liquidity as funded by its  operations  and financing  activities in conjunction
with the proposed  divestiture  of GO will be sufficient for it to continue as a
going concern for the next year.  Should the timing of the proposed  divestiture
be significantly  delayed,  the Company will need to adjust its business plan to
address any cash flow needs at that time.


                                      F-29