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) February 15, 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
  
  <PAGE>
  
  ITEM 2. ACQUISITION OF ASSETS.
  
  On February 15, 2001,  Return On Investment  Corporation (ROI) acquired S.A.F.E.
  Systems, Inc. (S.A.F.E.),  a privately held Illinois corporation pursuant to the
  Agreement  and Plan of Merger and Exchange of Stock dated  January 10, 2001 (the
  "Merger  Agreement").  S.A.F.E.  is a processor  of credit card and stored value
  transactions and provides associated services. All of the issued and outstanding
  shares of S.A.F.E.  common stock were exchanged for 400,000 shares of ROI Common
  Stock. 300,000 shares were delivered to the former S.A.F.E. shareholders (Denise
  Beiermann, Gordon W. Johnson, Brandon D. Lenore, and John J. Spaccapaniccia) and
  100,000 shares are being held in escrow,  to be released if at least  $5,000,000
  has been contributed to ROI's net revenue (as that term is defined in the Merger
  Agreement) by the sale of S.A.F.E.  software and services  (excluding  equipment
  sales)  for the  period  commencing  with the  effective  date of the merger and
  ending June 30, 2002. In determining the aggregate  purchase price for S.A.F.E.,
  ROI took into  account the value of  companies  of similar  industry and size to
  S.A.F.E., comparable transactions, and the market for such companies generally.
  
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a) FINANCIAL STATEMENTS OF S.A.F.E.  Financial statements of S.A.F.E.  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 January 10, 2001,
       by and among Return on Investment Corporation and S.A.F.E. Systems Inc.
  
  99   Additional Exhibits - Certificate of Merger
  
  <PAGE>
  
                                     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 3/2/01                                Charles Pecchio Jr.
                                             President and Chief Executive Officer
  
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
  2    Agreement and Plan of Merger and Exchange of Stock, dated January 10, 2001,
       by and among Return on Investment Corporation and S.A.F.E. Systems Inc.
  
  99   Additional Exhibits - Certificate of Merger
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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) February 15, 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 February 15, 2001,  Return On Investment  Corporation (ROI) acquired S.A.F.E.
  Systems, Inc. (S.A.F.E.),  a privately held Illinois corporation pursuant to the
  Agreement  and Plan of Merger and Exchange of Stock dated  January 10, 2001 (the
  "Merger  Agreement").  S.A.F.E.  is a processor  of credit card and stored value
  transactions and provides associated services. All of the issued and outstanding
  shares of S.A.F.E.  common stock were exchanged for 400,000 shares of ROI Common
  Stock. 300,000 shares were delivered to the former S.A.F.E. shareholders (Denise
  Beiermann, Gordon W. Johnson, Brandon D. Lenore, and John J. Spaccapaniccia) and
  100,000 shares are being held in escrow,  to be released if at least  $5,000,000
  has been contributed to ROI's net revenue (as that term is defined in the Merger
  Agreement) by the sale of S.A.F.E.  software and services  (excluding  equipment
  sales)  for the  period  commencing  with the  effective  date of the merger and
  ending June 30, 2002. In determining the aggregate  purchase price for S.A.F.E.,
  ROI took into  account the value of  companies  of similar  industry and size to
  S.A.F.E., comparable transactions, and the market for such companies generally.
  
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a) FINANCIAL STATEMENTS OF S.A.F.E.  Financial statements of S.A.F.E.  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 January 10, 2001,
       by and among Return on Investment Corporation and S.A.F.E. Systems Inc.
  
  99   Additional Exhibits - Certificate of Merger
  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 3/2/01                                Charles Pecchio Jr.
                                             President and Chief Executive Officer
  EXHIBIT INDEX
                                   -------------
  
  2    Agreement and Plan of Merger and Exchange of Stock, dated January 10, 2001,
       by and among Return on Investment Corporation and S.A.F.E. Systems Inc.
  
  99   Additional Exhibits - Certificate of Merger