content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM 8-K
  
                                    CURENT REPORT
       PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
            Date of Report (Date of earliest event reported) May 14, 2001
  
                          RETURN ON INVESTMENT CORPORATION
               (Exact name of registrant as specified in its chapter)
  
            DELAWARE                       033-36198                22-3038309
  (State or other jurisdiction           (Commission              (IRS Employer
       of incorporation)                 File Number)          Identification No.)
  
  1825 BARRETT LAKES BLVD, SUITE 260, KENNESAW, GEORGIA                30144
        (Address of principal executive offices)                     (Zip Code)
  
          Registrant's telephone number, including area code (770) 517-4750
  
  ITEM 2.   ACQUISITION OF ASSETS.
  
  On May 14, 2001,  Return On Investment  Corporation  (ROI) acquired GO Software,
  Inc.  ("GO") from Network  Commerce,  Inc. The  acquisition  was pursuant to the
  Agreement  and Plan of Merger  and  Exchange  of Stock  dated May 10,  2001 (the
  "Merger  Agreement").  This acquisition will be accounted for in accordance with
  the purchase  method of accounting.  The  consideration  for the acquisition was
  $1,000,000 in cash and 1,000,000 shares of the Company's common stock, for which
  the  Company is required to file a  registration  statement  with the SEC. GO is
  recognized as a leader in Windows based payment  processing  solutions with over
  35,000  activations  of PCCharge  products.  In addition,  GO's new Java engine,
  RiTA, is designed to work on virtually  any platform  including  Windows,  Unix,
  Linux, OS/400, and Sun Solaris. RiTA complements ROI's new product design and is
  expected  to be the  foundation  for the next  generation  of ROI  products.  In
  determining the aggregate purchase price for GO, ROI took into account the value
  of companies of similar industry and size to GO,  comparable  transactions,  and
  the market for such companies generally.
  
  ITEM 6.   RESIGNATION OF REGISTRANTS DIRECTORS.
  
  The  Registrant  accepted  the  resignation  of Glenn E. Cohen from the Board of
  Directors effective as of May 14,  2001.  Mr.  Cohen  listed  professional  time
  constraints  as the reason for resigning his position. Attached as Exhibit 17 is
  the resignation letter.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a) FINANCIAL  STATEMENTS OF GO. Financial statements of GO required to be filed
  pursuant  to  this  section  are not  available  at this  time.  Such  financial
  statements  will be filed by ROI as soon as  practicable  by an amended  Current
  Report on Form 8-K which will be filed within sixty (60) days after the required
  filing date of this Current Report on Form 8-K.
  
  (b) PRO FORMA FINANCIAL  INFORMATION.  The pro forma financial statements of ROI
  required to be filed  pursuant to this  section are not  available at this time.
  Such pro forma financial information will be filed by ROI as soon as practicable
  by an amended  Current  Report on Form 8-K which will be filed within sixty (60)
  days after the required filing date of this Current Report on Form 8-K.
  
  <PAGE>
  
  (c) EXHIBITS.
  
  2    Agreement and Plan of Merger and Exchange of Stock,  dated May 10, 2001, by
       and among Return on  Investment  Corporation,  GO Software,  Inc.,  Network
       Commerce Inc. and GO Acquisition, Inc.
  
  17   Resignation Letter of Glen E. Cohen from the Board of Directors
  
  99   Additional  Exhibits  -  Articles of  Merger GO  Acquisition,  Inc.  and GO
       Software, Inc.
  
                                     SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                          Return On Investment Corporation
  
                                          /s/ Charles Pecchio Jr.
                                          --------------------------------
  Date 5/25/01                            Charles Pecchio Jr.
                                          President and Chief Executive Officer
  
  
                                   EXHIBIT INDEX
                                   -------------
  
  2    Agreement and Plan of Merger and Exchange of Stock,  dated May 10, 2001, by
       and among Return on  Investment  Corporation,  GO Software,  Inc.,  Network
       Commerce Inc. and GO Acquisition, Inc.
  
  17   Resignation Letter of Glen E. Cohen from the Board of Directors
  
  99   Additional  Exhibits  -  Articles of  Merger GO  Acquisition,  Inc.  and GO
       Software, Inc.
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM 8-K
  
                                    CURENT REPORT
       PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
            Date of Report (Date of earliest event reported) May 14, 2001
  
                          RETURN ON INVESTMENT CORPORATION
               (Exact name of registrant as specified in its chapter)
  
            DELAWARE                       033-36198                22-3038309
  (State or other jurisdiction           (Commission              (IRS Employer
       of incorporation)                 File Number)          Identification No.)
  
  1825 BARRETT LAKES BLVD, SUITE 260, KENNESAW, GEORGIA                30144
        (Address of principal executive offices)                     (Zip Code)
  
          Registrant's telephone number, including area code (770) 517-4750
  
  ITEM 2.   ACQUISITION OF ASSETS.
  
  On May 14, 2001,  Return On Investment  Corporation  (ROI) acquired GO Software,
  Inc.  ("GO") from Network  Commerce,  Inc. The  acquisition  was pursuant to the
  Agreement  and Plan of Merger  and  Exchange  of Stock  dated May 10,  2001 (the
  "Merger  Agreement").  This acquisition will be accounted for in accordance with
  the purchase  method of accounting.  The  consideration  for the acquisition was
  $1,000,000 in cash and 1,000,000 shares of the Company's common stock, for which
  the  Company is required to file a  registration  statement  with the SEC. GO is
  recognized as a leader in Windows based payment  processing  solutions with over
  35,000  activations  of PCCharge  products.  In addition,  GO's new Java engine,
  RiTA, is designed to work on virtually  any platform  including  Windows,  Unix,
  Linux, OS/400, and Sun Solaris. RiTA complements ROI's new product design and is
  expected  to be the  foundation  for the next  generation  of ROI  products.  In
  determining the aggregate purchase price for GO, ROI took into account the value
  of companies of similar industry and size to GO,  comparable  transactions,  and
  the market for such companies generally.
  
  ITEM 6.   RESIGNATION OF REGISTRANTS DIRECTORS.
  
  The  Registrant  accepted  the  resignation  of Glenn E. Cohen from the Board of
  Directors effective as of May 14,  2001.  Mr.  Cohen  listed  professional  time
  constraints  as the reason for resigning his position. Attached as Exhibit 17 is
  the resignation letter.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a) FINANCIAL  STATEMENTS OF GO. Financial statements of GO required to be filed
  pursuant  to  this  section  are not  available  at this  time.  Such  financial
  statements  will be filed by ROI as soon as  practicable  by an amended  Current
  Report on Form 8-K which will be filed within sixty (60) days after the required
  filing date of this Current Report on Form 8-K.
  
  (b) PRO FORMA FINANCIAL  INFORMATION.  The pro forma financial statements of ROI
  required to be filed  pursuant to this  section are not  available at this time.
  Such pro forma financial information will be filed by ROI as soon as practicable
  by an amended  Current  Report on Form 8-K which will be filed within sixty (60)
  days after the required filing date of this Current Report on Form 8-K.
  (c) EXHIBITS.
  
  2    Agreement and Plan of Merger and Exchange of Stock,  dated May 10, 2001, by
       and among Return on  Investment  Corporation,  GO Software,  Inc.,  Network
       Commerce Inc. and GO Acquisition, Inc.
  
  17   Resignation Letter of Glen E. Cohen from the Board of Directors
  
  99   Additional  Exhibits  -  Articles of  Merger GO  Acquisition,  Inc.  and GO
       Software, Inc.
  
                                     SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                          Return On Investment Corporation
  
                                          /s/ Charles Pecchio Jr.
                                          --------------------------------
  Date 5/25/01                            Charles Pecchio Jr.
                                          President and Chief Executive Officer
  
                                   EXHIBIT INDEX
                                   -------------
  
  2    Agreement and Plan of Merger and Exchange of Stock,  dated May 10, 2001, by
       and among Return on  Investment  Corporation,  GO Software,  Inc.,  Network
       Commerce Inc. and GO Acquisition, Inc.
  
  17   Resignation Letter of Glen E. Cohen from the Board of Directors
  
  99   Additional  Exhibits  -  Articles of  Merger GO  Acquisition,  Inc.  and GO
       Software, Inc.