content: FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                           Date of Report: August 10, 2000
  
                          RETURN ON INVESTMENT CORPORATION
  
               Delaware              033-36198             22-3038309
  
            1825 Barrett Lakes Blvd., Suite 260, Kennesaw, Georgia 30144
  
                                    770-517-4750
  
                        FORMERLY NET/TECH INTERNATIONAL, INC.
  
          Former address: 1 West Front Street, Suite 30, Red Bank, NJ 07701
  
  
                       ITEM 1 CHANGES IN CONTROL OF REGISTRANT
  
  Return  On   Investment   Corporation   ("the   Company"),   formerly   Net/Tech
  International,  Inc.,  experienced  a  change  of  control  as a  result  of the
  acquisition of Results Oriented  Integration  Corporation  ("ROI") on August 10,
  2000.
  
  PERSONS WHO ACQUIRED CONTROL
  --------------------------------------------------------------------------------
  TITLE OF      NAME AND ADDRESS OF BENEFICIAL OWNER     AMOUNT OF         % OF
  CLASS                                                  BENEFICIAL        CLASS
                                                         OWNERSHIP
  --------------------------------------------------------------------------------
  Common        Charles A. McRoberts, 1825 Barrett       2,456,867         26.9
                Lakes Blvd., Suite 260, Kennesaw, GA
                30144 (Note 1)
  --------------------------------------------------------------------------------
  Common        Charles Pecchio Jr., 1825  Barrett       2,021,481         22.1
                Lakes Blvd., Suite 260, Kennesaw, GA
                30144 (Note 2)
  --------------------------------------------------------------------------------
  Common        John W. McRoberts, 1825 Barrett Lakes    1,488,740         16.3
                Blvd., Suite 260, Kennesaw, GA
                30144 (Note 3)
  --------------------------------------------------------------------------------
  Common        ROI GROUP (Note 4)                       5,967,088         65.3
  --------------------------------------------------------------------------------
  
  (Note  1)  Includes  1,553,485  shares  held in  escrow.  Consideration  used in
  acquiring  beneficial  shares was an exchange of an equivalent amount of Results
  Oriented Integration Corporation common stock pursuant to the Plan of Merger.
  (Note  2)  Includes  1,271,033  shares  held in  escrow.  Consideration  used in
  acquiring  beneficial  shares was an exchange of an equivalent amount of Results
  Oriented Integration Corporation common stock.
  (Note 3) Includes 941,412 shares held in escrow. Consideration used in acquiring
  beneficial  shares was an exchange of an equivalent  amount of Results  Oriented
  Integration Corporation common stock.
  (Note 4) Amount of ownership held by all three persons (1)(2)(3).
  
  PERSONS FROM WHOM CONTROL WAS ASSUMED
  --------------------------------------------------------------------------------
  TITLE OF    NAME AND ADDRESS OF BENEFICIAL OWNER       AMOUNT OF         % OF
  CLASS                                                  BENEFICIAL        CLASS
                                                         OWNERSHIP
  --------------------------------------------------------------------------------
  Common      Glenn E. Cohen, 185 Route 36, West Long    1,763,333          16.0
              Branch, NJ  07764
  --------------------------------------------------------------------------------
  Common      Cryo-Cell International, Inc., 185         1,557,711          16.0
              Route 36, West Long Branch, NJ 07764
  --------------------------------------------------------------------------------
  Common      Paul W. Enoch, Jr., 185 Route 36, West     1,400,000          13.0
              Long Branch, NJ 07764
  --------------------------------------------------------------------------------
  
  <PAGE>
  
  TERMS OF PLEDGES OBTAINED BY THE NEW CONTROL GROUP FOR THE PURPOSES OF ACQUIRING
  CONTROL
  The Company  pledged,  pursuant to the Plan of Merger  included as an exhibit in
  this  document,  to  acquire  ROI and  effect a stock  swap at the  close of the
  acquisition. In order to complete the acquisition,  the following actions, after
  approval by a vote of the  shareholders  at the Special Meeting held on July 26,
  2000,  were taken:  the issuance of shares of the  Company's  Common Stock to be
  exchanged  for the common stock of ROI; the Company's  name will be changed;  an
  increase in the number of  authorized  shares of the Company's  Common Stock;  a
  reverse split of the Company's Common Stock;  issuance of shares of Common Stock
  in lieu of payment of debt; a private  offering of the  Company's  Common Stock;
  and  institution  of an  incentive  stock option plan for the  Company's  Common
  Stock.
  
  The Company must issue (after the reverse split) a total of 6,118,918  shares of
  Common  Stock,  par value $.01 per share,  to be exchanged for all of the issued
  and  outstanding  shares  of  common  stock  of ROI.  These  shares  will not be
  registered under the Securities Act of 1933, as amended,  and must be held for a
  minimum of two years. 2,352,988 of these shares will be delivered at closing and
  3,765,930 of these shares will be held in escrow,  with a portion  released each
  year at the rate of one share for each $2.40 of the  Company's Net Income Before
  Income Taxes ("NIBIT") for the fiscal years ending in 2000,  2001,  2002,  2003,
  2004, and 2005. If the cumulative total NIBIT reaches $9,038,232.00, then all of
  the escrowed shares will have been released. Each year's released shares must be
  held for a minimum of one year.  Except for the minimum holding  period,  all of
  these shares are subject to piggyback  registration rights which will enable the
  holder of such shares to have such  shares  registered  along with any  possible
  future registration of shares of the Company.
  
                            ITEM 2 ACQUISITION OF ASSETS
  
  DESCRIPTION OF ASSETS
  On August 10, 2000,  the Company  acquired ROI. The Company  conducted a private
  placement to raise  capital and effected a stock swap as  consideration  for the
  merger.  The terms of the merger were negotiated at arms length and agreed to by
  the directors and shareholders of the corporation.  The Company obtained ROI and
  all its assets in exchange for the consideration given. The funds for the merger
  consisted of the Company's common stock exchanged for all outstanding  shares of
  ROI stock.
  
  NATURE OF ASSETS
  ROI  markets  software  that  processes   electronic  payment  transactions  for
  companies selling through Internet  e-commerce,  retail outlets,  and mail order
  call  centers.  ROI's primary  software is  "e-transaction  middleware"  that is
  certified to provide access to credit card and check authorization  networks for
  application software from companies like Binary Tree, Computer Associates,  J.D.
  Edwards,  Friedman  Corporation,  HarrisData,  Intentia,  LANSA, VAI, and dozens
  more. ROI customers range from small to large Internet  marketers and retailers,
  including companies such as Alltel, Brunswick, 800.com, IBM, and Skytel.
  
  ROI  currently  provides  credit card  processing  software  only for IBM AS/400
  computer systems in the United States.  The Company intends to contiue to market
  the software to the IBM AS/400  marketplace  in the United  States.  The Company
  intends to use some of the capital provided from the private placement  offering
  acquisition to pay off existing debt and to develop versions of ROI software for
  other computer systems,  such as Unix,  Linux, and Windows systems.  The Company
  also  intends  to expand  internationally  and to pursue  acquisitions  of other
  software companies whose products are complementary to ROI's.
  
                                 ITEM 5 OTHER EVENTS
  
  The Company  changed its name to Return On Investment  Corporation on August 10,
  2000.
  
                                         2
  <PAGE>
  
                      ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
  
  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
  It is  impracticable  to provide the required  financial  statements for Results
  Oriented  Integration  Corporation ("ROI"), the business acquired by the Company
  in the merger of August, 10, 2000. The audited financial numbers for ROI are not
  yet  available.  Such required  financial  statements as are available have been
  filed with this document.  The required financial statements will be filed as an
  amendment to this Form as soon as practicable,  but not later than 60 days after
  this report is filed.  Unaudited financial  statements for the acquired company,
  ROI, have been included with this Form filing.
  
                                         3
  <PAGE>
  
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  BALANCE SHEETS
  JUNE 30, 1999 AND 2000
  
  Assets                                                   1,999            2,000
  Current Assets:
  Cash                                                   (62,409)          28,568
  Other Current Assets                                        --          161,173
  Accounts Receivable                                    400,322          845,482
                                                    -----------------------------
                                                         337,913          874,050
  Property and Equipment net of
    Accumulated Depreciation of
    $162,670 and $365,134                                874,717          707,685
                                                    -----------------------------
                                                       1,212,630        1,581,735
                                                    =============================
  Liabilities and Stockholders' Equity
  Current Liabilities
  Accounts Payable                                        50,611          302,284
  Deferred Revenue                                       179,277          523,062
  Notes Payable - Current                                220,944          405,209
                                                    -----------------------------
    Total Current Liablities                             450,832        1,230,555
  
  Notes Payable - Long Term                              700,605          522,817
                                                    -----------------------------
    Total Liabilities                                  1,151,437        1,753,372
                                                    -----------------------------
  Stockholders' Equity
  Common Stock  (10,000,000 shares                         1,333            5,039
    authorized, 5,333,200 issued and outstanding
    in 1999 and 6,118,917 issued and outstanding
    in 2000)
  Retained Earnings                                       59,860         (176,676)
  
                                                    -----------------------------
   Total Stockholders' Equity                             61,193         (171,637)
  
                                                    -----------------------------
                                                       1,212,630        1,581,735
                                                    =============================
  
                                         4
  <PAGE>
  
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  Statement of Income
  For the years ending June 30, 1999 and 2000
  
                                                          1999            2000
  Revenue
  Sales - License Fees                               $    976,038       1,802,568
  Sales - Support and Update Service                      273,324         594,131
  Sales - Other                                            56,011          28,566
                                                     ----------------------------
                                                        1,305,373       2,425,265
                                                     ----------------------------
  Expenses
  Wages & Salaries                                        498,224       1,253,826
  Commissions and Contract Services                       129,403         380,860
  Royalties                                               138,277          64,698
  Supplies                                                109,044         146,065
  Advertising and Promotion                                14,921         286,712
  Employee Benefits                                        74,812          69,071
  Rent and Occupancy                                       23,840          42,271
  Depreciation                                            106,883         207,464
  Telecommunications                                       36,150          52,908
  Travel                                                   40,218          24,633
  Interest (net)                                           57,837          85,052
  Other General & Administrative                           22,914          48,241
                                                     ----------------------------
  Total Operating Expenses                              1,252,523       2,661,801
                                                     ----------------------------
  
  Net Income (Loss) Before Income Taxes                    52,850        (236,536)
  Income Tax Expense                                           --
                                                     ----------------------------
  
  Net Income                                               52,850        (236,536)
                                                     ============================
  
                                         5
  <PAGE>
  
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  Statement of Cash Flows
  For the Years ending June 30, 1999 and 2000
  
                                                          1999             2000
  Cash Flows from Operating Activities
  Net (Loss) Income                                        2,850         (236,536)
  Adjustments to reconcile net income to
    net cash provided by operating
    activiities
      Depreciation                                       106,883          202,464
      (Increase) decrease in:
        Accounts Receivable                             (290,194)        (445,160)
      (Decrease) Increase in:
        Accounts payable                                  50,611          251,673
        Deferred Revenue                                 179,277          343,785
        Other Payables                                        --               --
        Deferred Taxes                                        --               --
                                                    -----------------------------
  
  Net Cash Provided by Opereating Activities              49,427          116,226
                                                    -----------------------------
  
  Cash Flows for Investing Activities
    Purchase of Equipment and Software                  (900,000)         (35,432)
                                                    -----------------------------
  
  Cash Flows from Financing Activities
    Issuance of Common Stock                                 833            3,706
    Proceeds of Debt (net)                               791,884            6,477
                                                    -----------------------------
    Repayment of Debt
  Net Cash Provided from Financing Activities            792,717           10,183
                                                    -----------------------------
  
  Net Change in Cash                                     (57,856)          90,977
  Cash at beginning of year                               (4,553)         (62,409)
                                                    -----------------------------
  
  Cash at end of year                                    (62,409)          28,568
                                                    =============================
  
  Supplemental Disclosures
  Operating activities reflect interest paid of $57,943 in 1999 and
  $85,052 in 2000.
  
                                         6
  <PAGE>
  
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
  For the Years ending June 30, 1999 and 2000
  
                                   Common Stock           Retained
                              Shares          Amount      Earnings         Total
  
  Balance July 1, 1998       5,333,200         1,333        57,010         58,343
  
  Net Loss                                                   2,850          2,850
                            -----------------------------------------------------
  
  Balance June 30, 1999      5,333,200         1,333        59,860         61,193
  
  Issue of Common Stock        785,717         3,706                        3,706
  
  Net Income                                              (236,536)      (236,536)
                            -----------------------------------------------------
  
  Balance June 30, 2000      6,118,917         5,039      (176,676)      (171,637)
                            =====================================================
  
                                         7
  <PAGE>
  
  PRO FORMA FINANCIAL INFORMATION
  
  Results Oriented Integration Corporation
  Consolidated Pro Forma Condensed Balance Sheets
  
                                                    June 30, 1999    June 30, 2000
  Assets:
  Cash                                              $    (58,978)    $     28,568
  Accounts Receivable                                    400,322          684,309
  Other Current Assets                                        --          161,172
                                                    -----------------------------
                                                         341,344          874,049
                                                    -----------------------------
  
  Equipment                                            1,037,387        1,072,819
  Accumulated Depreciation                              (162,670)        (365,134)
                                                    -----------------------------
                                                         874,717          707,685
                                                    -----------------------------
                                                    $  1,216,061     $  1,581,734
                                                    =============================
  
  Liabilities and Stockholders' Equity (Deficit)
  Liabilities:
  Accounts Payable                                  $     92,015     $    447,959
  Deferred Revenue                                       179,277          523,062
  Notes Payable - Current                                179,540          405,209
                                                    -----------------------------
                                                         450,832        1,376,230
  Notes Payable Long Term                                700,605          522,817
                                                    -----------------------------
                                                       1,151,437        1,899,047
                                                    -----------------------------
  Stockholders' Equity (Deficit)
  Common Stock                                            98,920          102,626
  Retained Earnings (Deficit)                            (34,296)        (419,939)
                                                    -----------------------------
                                                          64,624         (317,313)
                                                    -----------------------------
                                                    $  1,216,061        1,581,734
                                                    =============================
  
  Results Oriented Integration Corporation
  Consolidated Pro Forma Condensed Income Statements
  
                                                     Year Ending      Year Ending
                                                    June 30, 1999    June 30, 2000
  
  Sales                                             $  1,389,373     $  2,509,265
  
  Royalties, Materials, and Supplies                     138,277          146,061
  Wages & Salaries                                       498,224        1,253,826
  Advertising and Promotion                               14,921          286,712
  Consulting Fee                                          50,000               --
  Commissions and Contract Services                      129,403          280,860
  Depreciation                                           127,302          208,714
  Employee Benefits                                       74,812           69,072
  Rent and Occupancy                                      23,840           42,270
  Supplies                                               109,044          104,345
  Telecommunications                                      36,150           52,908
  Travel                                                  40,218           24,633
  interest Income                                           (106)          (1,013)
  Interest Expense                                        57,943           86,065
  Other General & Administrative                         147,251          340,455
                                                    -----------------------------
                                                       1,447,279        2,894,908
                                                    -----------------------------
  
  Net Loss                                          $    (57,906)    $   (385,643)
                                                    =============================
  
                                         8
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text: FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                           Date of Report: August 10, 2000
  
                          RETURN ON INVESTMENT CORPORATION
  
               Delaware              033-36198             22-3038309
  
            1825 Barrett Lakes Blvd., Suite 260, Kennesaw, Georgia 30144
  
                                    770-517-4750
  
                        FORMERLY NET/TECH INTERNATIONAL, INC.
  
          Former address: 1 West Front Street, Suite 30, Red Bank, NJ 07701
  
                       ITEM 1 CHANGES IN CONTROL OF REGISTRANT
  
  Return  On   Investment   Corporation   ("the   Company"),   formerly   Net/Tech
  International,  Inc.,  experienced  a  change  of  control  as a  result  of the
  acquisition of Results Oriented  Integration  Corporation  ("ROI") on August 10,
  2000.
  
  PERSONS WHO ACQUIRED CONTROL
  --------------------------------------------------------------------------------
  TITLE OF      NAME AND ADDRESS OF BENEFICIAL OWNER     AMOUNT OF         % OF
  CLASS                                                  BENEFICIAL        CLASS
                                                         OWNERSHIP
  --------------------------------------------------------------------------------
  Common        Charles A. McRoberts, 1825 Barrett       2,456,867         26.9
                Lakes Blvd., Suite 260, Kennesaw, GA
                30144 (Note 1)
  --------------------------------------------------------------------------------
  Common        Charles Pecchio Jr., 1825  Barrett       2,021,481         22.1
                Lakes Blvd., Suite 260, Kennesaw, GA
                30144 (Note 2)
  --------------------------------------------------------------------------------
  Common        John W. McRoberts, 1825 Barrett Lakes    1,488,740         16.3
                Blvd., Suite 260, Kennesaw, GA
                30144 (Note 3)
  --------------------------------------------------------------------------------
  Common        ROI GROUP (Note 4)                       5,967,088         65.3
  --------------------------------------------------------------------------------
  
  (Note  1)  Includes  1,553,485  shares  held in  escrow.  Consideration  used in
  acquiring  beneficial  shares was an exchange of an equivalent amount of Results
  Oriented Integration Corporation common stock pursuant to the Plan of Merger.
  (Note  2)  Includes  1,271,033  shares  held in  escrow.  Consideration  used in
  acquiring  beneficial  shares was an exchange of an equivalent amount of Results
  Oriented Integration Corporation common stock.
  (Note 3) Includes 941,412 shares held in escrow. Consideration used in acquiring
  beneficial  shares was an exchange of an equivalent  amount of Results  Oriented
  Integration Corporation common stock.
  (Note 4) Amount of ownership held by all three persons (1)(2)(3).
  
  PERSONS FROM WHOM CONTROL WAS ASSUMED
  --------------------------------------------------------------------------------
  TITLE OF    NAME AND ADDRESS OF BENEFICIAL OWNER       AMOUNT OF         % OF
  CLASS                                                  BENEFICIAL        CLASS
                                                         OWNERSHIP
  --------------------------------------------------------------------------------
  Common      Glenn E. Cohen, 185 Route 36, West Long    1,763,333          16.0
              Branch, NJ  07764
  --------------------------------------------------------------------------------
  Common      Cryo-Cell International, Inc., 185         1,557,711          16.0
              Route 36, West Long Branch, NJ 07764
  --------------------------------------------------------------------------------
  Common      Paul W. Enoch, Jr., 185 Route 36, West     1,400,000          13.0
              Long Branch, NJ 07764
  --------------------------------------------------------------------------------
  TERMS OF PLEDGES OBTAINED BY THE NEW CONTROL GROUP FOR THE PURPOSES OF ACQUIRING
  CONTROL
  The Company  pledged,  pursuant to the Plan of Merger  included as an exhibit in
  this  document,  to  acquire  ROI and  effect a stock  swap at the  close of the
  acquisition. In order to complete the acquisition,  the following actions, after
  approval by a vote of the  shareholders  at the Special Meeting held on July 26,
  2000,  were taken:  the issuance of shares of the  Company's  Common Stock to be
  exchanged  for the common stock of ROI; the Company's  name will be changed;  an
  increase in the number of  authorized  shares of the Company's  Common Stock;  a
  reverse split of the Company's Common Stock;  issuance of shares of Common Stock
  in lieu of payment of debt; a private  offering of the  Company's  Common Stock;
  and  institution  of an  incentive  stock option plan for the  Company's  Common
  Stock.
  
  The Company must issue (after the reverse split) a total of 6,118,918  shares of
  Common  Stock,  par value $.01 per share,  to be exchanged for all of the issued
  and  outstanding  shares  of  common  stock  of ROI.  These  shares  will not be
  registered under the Securities Act of 1933, as amended,  and must be held for a
  minimum of two years. 2,352,988 of these shares will be delivered at closing and
  3,765,930 of these shares will be held in escrow,  with a portion  released each
  year at the rate of one share for each $2.40 of the  Company's Net Income Before
  Income Taxes ("NIBIT") for the fiscal years ending in 2000,  2001,  2002,  2003,
  2004, and 2005. If the cumulative total NIBIT reaches $9,038,232.00, then all of
  the escrowed shares will have been released. Each year's released shares must be
  held for a minimum of one year.  Except for the minimum holding  period,  all of
  these shares are subject to piggyback  registration rights which will enable the
  holder of such shares to have such  shares  registered  along with any  possible
  future registration of shares of the Company.
  
                            ITEM 2 ACQUISITION OF ASSETS
  
  DESCRIPTION OF ASSETS
  On August 10, 2000,  the Company  acquired ROI. The Company  conducted a private
  placement to raise  capital and effected a stock swap as  consideration  for the
  merger.  The terms of the merger were negotiated at arms length and agreed to by
  the directors and shareholders of the corporation.  The Company obtained ROI and
  all its assets in exchange for the consideration given. The funds for the merger
  consisted of the Company's common stock exchanged for all outstanding  shares of
  ROI stock.
  
  NATURE OF ASSETS
  ROI  markets  software  that  processes   electronic  payment  transactions  for
  companies selling through Internet  e-commerce,  retail outlets,  and mail order
  call  centers.  ROI's primary  software is  "e-transaction  middleware"  that is
  certified to provide access to credit card and check authorization  networks for
  application software from companies like Binary Tree, Computer Associates,  J.D.
  Edwards,  Friedman  Corporation,  HarrisData,  Intentia,  LANSA, VAI, and dozens
  more. ROI customers range from small to large Internet  marketers and retailers,
  including companies such as Alltel, Brunswick, 800.com, IBM, and Skytel.
  
  ROI  currently  provides  credit card  processing  software  only for IBM AS/400
  computer systems in the United States.  The Company intends to contiue to market
  the software to the IBM AS/400  marketplace  in the United  States.  The Company
  intends to use some of the capital provided from the private placement  offering
  acquisition to pay off existing debt and to develop versions of ROI software for
  other computer systems,  such as Unix,  Linux, and Windows systems.  The Company
  also  intends  to expand  internationally  and to pursue  acquisitions  of other
  software companies whose products are complementary to ROI's.
  
                                 ITEM 5 OTHER EVENTS
  
  The Company  changed its name to Return On Investment  Corporation on August 10,
  2000.
  
                                         2
  ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
  
  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
  It is  impracticable  to provide the required  financial  statements for Results
  Oriented  Integration  Corporation ("ROI"), the business acquired by the Company
  in the merger of August, 10, 2000. The audited financial numbers for ROI are not
  yet  available.  Such required  financial  statements as are available have been
  filed with this document.  The required financial statements will be filed as an
  amendment to this Form as soon as practicable,  but not later than 60 days after
  this report is filed.  Unaudited financial  statements for the acquired company,
  ROI, have been included with this Form filing.
  
                                         3
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  BALANCE SHEETS
  JUNE 30, 1999 AND 2000
  
  Assets                                                   1,999            2,000
  Current Assets:
  Cash                                                   (62,409)          28,568
  Other Current Assets                                        --          161,173
  Accounts Receivable                                    400,322          845,482
                                                    -----------------------------
                                                         337,913          874,050
  Property and Equipment net of
    Accumulated Depreciation of
    $162,670 and $365,134                                874,717          707,685
                                                    -----------------------------
                                                       1,212,630        1,581,735
                                                    =============================
  Liabilities and Stockholders' Equity
  Current Liabilities
  Accounts Payable                                        50,611          302,284
  Deferred Revenue                                       179,277          523,062
  Notes Payable - Current                                220,944          405,209
                                                    -----------------------------
    Total Current Liablities                             450,832        1,230,555
  
  Notes Payable - Long Term                              700,605          522,817
                                                    -----------------------------
    Total Liabilities                                  1,151,437        1,753,372
                                                    -----------------------------
  Stockholders' Equity
  Common Stock  (10,000,000 shares                         1,333            5,039
    authorized, 5,333,200 issued and outstanding
    in 1999 and 6,118,917 issued and outstanding
    in 2000)
  Retained Earnings                                       59,860         (176,676)
  
                                                    -----------------------------
   Total Stockholders' Equity                             61,193         (171,637)
  
                                                    -----------------------------
                                                       1,212,630        1,581,735
                                                    =============================
  
                                         4
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  Statement of Income
  For the years ending June 30, 1999 and 2000
  
                                                          1999            2000
  Revenue
  Sales - License Fees                               $    976,038       1,802,568
  Sales - Support and Update Service                      273,324         594,131
  Sales - Other                                            56,011          28,566
                                                     ----------------------------
                                                        1,305,373       2,425,265
                                                     ----------------------------
  Expenses
  Wages & Salaries                                        498,224       1,253,826
  Commissions and Contract Services                       129,403         380,860
  Royalties                                               138,277          64,698
  Supplies                                                109,044         146,065
  Advertising and Promotion                                14,921         286,712
  Employee Benefits                                        74,812          69,071
  Rent and Occupancy                                       23,840          42,271
  Depreciation                                            106,883         207,464
  Telecommunications                                       36,150          52,908
  Travel                                                   40,218          24,633
  Interest (net)                                           57,837          85,052
  Other General & Administrative                           22,914          48,241
                                                     ----------------------------
  Total Operating Expenses                              1,252,523       2,661,801
                                                     ----------------------------
  
  Net Income (Loss) Before Income Taxes                    52,850        (236,536)
  Income Tax Expense                                           --
                                                     ----------------------------
  
  Net Income                                               52,850        (236,536)
                                                     ============================
  
                                         5
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  Statement of Cash Flows
  For the Years ending June 30, 1999 and 2000
  
                                                          1999             2000
  Cash Flows from Operating Activities
  Net (Loss) Income                                        2,850         (236,536)
  Adjustments to reconcile net income to
    net cash provided by operating
    activiities
      Depreciation                                       106,883          202,464
      (Increase) decrease in:
        Accounts Receivable                             (290,194)        (445,160)
      (Decrease) Increase in:
        Accounts payable                                  50,611          251,673
        Deferred Revenue                                 179,277          343,785
        Other Payables                                        --               --
        Deferred Taxes                                        --               --
                                                    -----------------------------
  
  Net Cash Provided by Opereating Activities              49,427          116,226
                                                    -----------------------------
  
  Cash Flows for Investing Activities
    Purchase of Equipment and Software                  (900,000)         (35,432)
                                                    -----------------------------
  
  Cash Flows from Financing Activities
    Issuance of Common Stock                                 833            3,706
    Proceeds of Debt (net)                               791,884            6,477
                                                    -----------------------------
    Repayment of Debt
  Net Cash Provided from Financing Activities            792,717           10,183
                                                    -----------------------------
  
  Net Change in Cash                                     (57,856)          90,977
  Cash at beginning of year                               (4,553)         (62,409)
                                                    -----------------------------
  
  Cash at end of year                                    (62,409)          28,568
                                                    =============================
  
  Supplemental Disclosures
  Operating activities reflect interest paid of $57,943 in 1999 and
  $85,052 in 2000.
  
                                         6
  RESULTS ORIENTED INTEGRATION CORPORATION
  ----------------------------------------
  
  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
  For the Years ending June 30, 1999 and 2000
  
                                   Common Stock           Retained
                              Shares          Amount      Earnings         Total
  
  Balance July 1, 1998       5,333,200         1,333        57,010         58,343
  
  Net Loss                                                   2,850          2,850
                            -----------------------------------------------------
  
  Balance June 30, 1999      5,333,200         1,333        59,860         61,193
  
  Issue of Common Stock        785,717         3,706                        3,706
  
  Net Income                                              (236,536)      (236,536)
                            -----------------------------------------------------
  
  Balance June 30, 2000      6,118,917         5,039      (176,676)      (171,637)
                            =====================================================
  
                                         7
  PRO FORMA FINANCIAL INFORMATION
  
  Results Oriented Integration Corporation
  Consolidated Pro Forma Condensed Balance Sheets
  
                                                    June 30, 1999    June 30, 2000
  Assets:
  Cash                                              $    (58,978)    $     28,568
  Accounts Receivable                                    400,322          684,309
  Other Current Assets                                        --          161,172
                                                    -----------------------------
                                                         341,344          874,049
                                                    -----------------------------
  
  Equipment                                            1,037,387        1,072,819
  Accumulated Depreciation                              (162,670)        (365,134)
                                                    -----------------------------
                                                         874,717          707,685
                                                    -----------------------------
                                                    $  1,216,061     $  1,581,734
                                                    =============================
  
  Liabilities and Stockholders' Equity (Deficit)
  Liabilities:
  Accounts Payable                                  $     92,015     $    447,959
  Deferred Revenue                                       179,277          523,062
  Notes Payable - Current                                179,540          405,209
                                                    -----------------------------
                                                         450,832        1,376,230
  Notes Payable Long Term                                700,605          522,817
                                                    -----------------------------
                                                       1,151,437        1,899,047
                                                    -----------------------------
  Stockholders' Equity (Deficit)
  Common Stock                                            98,920          102,626
  Retained Earnings (Deficit)                            (34,296)        (419,939)
                                                    -----------------------------
                                                          64,624         (317,313)
                                                    -----------------------------
                                                    $  1,216,061        1,581,734
                                                    =============================
  
  Results Oriented Integration Corporation
  Consolidated Pro Forma Condensed Income Statements
  
                                                     Year Ending      Year Ending
                                                    June 30, 1999    June 30, 2000
  
  Sales                                             $  1,389,373     $  2,509,265
  
  Royalties, Materials, and Supplies                     138,277          146,061
  Wages & Salaries                                       498,224        1,253,826
  Advertising and Promotion                               14,921          286,712
  Consulting Fee                                          50,000               --
  Commissions and Contract Services                      129,403          280,860
  Depreciation                                           127,302          208,714
  Employee Benefits                                       74,812           69,072
  Rent and Occupancy                                      23,840           42,270
  Supplies                                               109,044          104,345
  Telecommunications                                      36,150           52,908
  Travel                                                  40,218           24,633
  interest Income                                           (106)          (1,013)
  Interest Expense                                        57,943           86,065
  Other General & Administrative                         147,251          340,455
                                                    -----------------------------
                                                       1,447,279        2,894,908
                                                    -----------------------------
  
  Net Loss                                          $    (57,906)    $   (385,643)
                                                    =============================
  
                                         8