UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Programmers Paradise, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 743205-10-6 (CUSIP Number) *The remainder of this cover page shall be filled out or a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 743205-10-6 SCHEDULE 13G Page 2 of 7 1 Name of Reporting Person ROI Capital Management, Inc. IRS Identification No. of Above Person 68-0269547 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California 5 Sole Voting Power 588,500 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 588,500 8 Shares Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 588,500 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 11.0% 12 Type of Reporting Person* CO, IA CUSIP No. 743205-10-6 SCHEDULE 13G Page 3 of 7 1 Name of Reporting Person Mark T. Boyer IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power 588,500 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 588,500 8 Shares Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 588,500 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 11.0% 12 Type of Reporting Person* IN CUSIP No. 743205-10-6 SCHEDULE 13G Page 4 of 7 1 Name of Reporting Person Mitchell J. Soboleski IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power 588,500 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 588,500 8 Shares Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 588,500 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 11.0% 12 Type of Reporting Person* IN CUSIP No. 743205-10-6 SCHEDULE 13G Page 5 of 7 Item 1(a). Name of Issuer. Programmers Paradise, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 1163 Shrewsbury Avenue, Shrewsbury, NJ 07702 Item 2(a). Names of Persons Filing. ROI Capital Management Inc., Mark T. Boyer and Mitchell J. Soboleski. Item 2(b). Address of Principal Business Office or, if none, Residence. The business address of ROI Capital Management Inc., Mark T. Boyer and Mitchell J. Soboleski is 17 E. Sir Francis Drake Blvd., Suite 225, Larkspur, CA 94939. Item 2(c). Citizenship. ROI Capital Management, Inc. is a California corporation, Mark T. Boyer and Mitchell J. Soboleski are citizens of the United States of America. Item 2(d). Title of Class of Securities. common stock Item 2(e). CUSIP Number. 743205-10-6 Item 3. Type of Reporting Person. ROI Capital Management, Inc. is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. Mark T. Boyer and Mitchell J. Soboleski are the sole shareholders of ROI Capital Management, Inc. Item 4. Ownership. Reference is made hereby made to Items 5-9 and 11 of pages two (2), three (3) and four (4) of this Schedule G, which Items are incorporated by reference herein. CUSIP No. 743205-10-6 SCHEDULE 13G Page 6 of 7 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. ROI Capital Management, Inc. is deemed to be the beneficial owner of the number of securities reflected in items 5-9 and 11 of page two (2) of this Schedule G pursuant to separate arrangements whereby it acts as investment adviser to certain persons, in which it also holds an ownership interest. Each person for whom ROI Capital Management, Inc. acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to such arrangements. Mark T. Boyer and Mitchell J. Soboleski are deemed to be the beneficial owners of the number of securities reflected in Items 5-9 and 11 of page two (2) of this Schedule G pursuant to their ownership interests in ROI Capital Management, Inc. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, each of the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. CUSIP No. 743205-10-6 SCHEDULE 13G Page 7 of 7 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: June 16, 1998 MARK T. BOYER /s/ Mark T. Boyer ________________________ Mark T. Boyer DATED: June 16, 1998 MITCHELL J. SOBOLESKI /s/ Mitchell J. Soboleski ________________________ Mitchell J. Soboleski DATED: June 16, 1998 ROI CAPITAL MANAGEMENT, INC. /s/ Mitchell J. Soboleski ________________________ By: Mitchell J. Soboleski Its: Secretary