# SECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

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# FORM
10-Q

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# |X| QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
1934

For the
quarterly period ended April 30, 2002

OR

# |_|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE
ACT OF 1934

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Commission
file number 0-26715

ROANOKE TECHNOLOGY CORP.
(Exact name of registrant as specified in its charter)

|Florida                         | 22-3558993         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

539 Becker Drive,
Roanoke Rapids, North Carolina 27870
(Address of principal executive offices) (Zip Code)
(252)   537-9222 
(Registrant''s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year,
if changed since last report)

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  |_|

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of June 20, 2002, the Company had
38,338,112 shares of Common Stock outstanding, $0.0001 par value.

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# ROANOKE TECHNOLOGY
CORP.

|                                                                          | Page
|------------------------------------------------------------------------- | ----
|Part
      I-- FINANCIAL INFORMATION                                      |     
|Item
      1. Financial Statements                                        |     
|Balance
      Sheets                                                      |     
|As of April 30, 2002 and October 31, 2001                                 |     
|Statements
      of Opertions                                             |     
|For the Six
      Months Ended April 30, 2002 and 2001                   
|Statements
      of Opertions                                             |     
|For the Three
      Months Ended April 30, 2002 and 2001                 
|Statements
      of Stockholders' Equity                                  |     
|As of
      April 30, 2002                                                |     
|Statement
      of Cash Flows                                             |     
|For the Three
      Months Ended April 30, 2002 and 2001                  |     
|Notes
      to Financial Statements                                       |     
|Item
      2. Management's Discussion and Analysis of Financial Condition |     
|Part
      II-- OTHER INFORMATION                                         |     
|Item
      1. Legal Proceedings                                           |     
|Item
      2. Changes in Securities                                       |     
|Item
      3. Defaults Upon Senior Securities                             |     
|Item
      4. Submission of Matters to a Vote of Security Holders         |     
|Item
      5. Other Information                                           |     
|Item
      6. Exhibits and Reports on Form 8-K                            |     
|Signature                                                                 |     
|                                                                          |     

## PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

The accompanying unaudited
financial statements are presented in accordance with generally accepted
accounting principles for interim financial information and the instructions to
Form 10-Q. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. The accompanying statements should be read in conjunction with the
audited financial statements for the year ended October 31, 2001. In the opinion
of management, all adjustments (consisting only of normal occurring accruals)
considered necessary in order to make the financial statements not misleading,
have been included. Operating results for the six and three months ended April 30,
2002 are not necessarily indicative of results that may be expected for the year
ending October 31, 2002. The financial statements are presented on the accrual
basis.

`ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                                 BALANCE SHEETS

                    As of April 30, 2002 and October 31, 2001

                                     ASSETS

                                                           2002                    2001
                                                      ------------             ------------
CURRENT ASSETS

  Cash                                                 $     4,296                $        35
  Employee advances                                          7,513                      5,494
  Accounts receivable                                      134,159                     64,598
  Less: allowance for doubtful accounts                     (7,000)                   (30,000)
                                                       -----------                -----------
     Total Current Assets                                  138,968                     40,127

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements                    517,220                    517,220
   Less: accumulated depreciation                         (163,229)                  (133,647)
                                                       -----------                -----------

      Total Property and Equipment                         353,991                    383,573

OTHER ASSETS

   Organization costs                                        1,000                      1,000
   Loan origination costs                                   13,927                     13,927
   Goodwill                                                 19,614                     19,614
   Software                                                313,000                    313,000
   Less: Accumulated amortization                         (347,541)                  (294,419)
                                                       -----------                -----------
   Net intangibles                                               0                     53,122
   Deposits                                                 19,850                     19,850
   Officers' receivable                                     36,526                     76,368
                                                       -----------                -----------
      Total Other Assets                                    56,376                    149,340

           TOTAL ASSETS                                $   549,335                $   573,040
                                                       ===========                ===========


                                      -1-



LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

Accounts payable and accrued expenses                  $   295,068                $   294,427
Payroll tax and penalty payable                            642,893                    332,293
Credit card payable                                         18,398                     17,588
Loan by employee                                            15,000                          0
Current maturity of long-term debt                          74,799                     35,411
                                                       -----------                -----------
      Total current liabilities                          1,046,158                    679,719

LONG TERM LIABILITIES

   Long term debt                                          301,011                    284,024
   Less: current portion                                   (74,799)                   (35,411)
                                                       -----------                -----------
     Total long term liabilities                           226,212                    248,613
                                                       -----------                -----------
       TOTAL LIABILITIES                                 1,275,370                    928,332

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    50,000,000 shares authorized;
    36,037,597 and 34,337,597 issued
    and outstanding, respectively                            3,604                      3,434
   Additional paid-in capital                            5,934,825                  5,783,045
   Allowance for long-term
     Stock compensation                                          0                   (205,199)
   Retained earnings                                    (6,661,464)                (5,936,572)
                                                       -----------                -----------
       TOTAL STOCKHOLDERS' EQUITY                         (723,035)                  (355,292)
                                                       -----------                -----------

       TOTAL LIABILITIES AND EQUITY                    $   549,335                $   573,040
                                                       ===========                ===========

                                      -2-



                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY

                            STATEMENTS OF OPERATIONS

                For the Six Months Ended April 30, 2002 and 2001

                                                       2002                       2001
                                                  ------------                ------------
REVENUE

  Sales                                           $    855,003                $    980,867
  Cost of sales                                       (540,719)                   (364,006)
                                                  ------------                ------------
GROSS PROFIT                                           314,284                     616,861

GENERAL & ADMINISTRATIVE EXPENSES                     (962,202)                 (1,536,053)
RESEARCH & DEVELOPMENT                                 (66,673)                   (125,727)
                                                  ------------                ------------
INCOME (LOSS) FROM OPERATION                          (714,591)                 (1,044,919)

OTHER INCOME AND (EXPENSE)

   Interest - net                                      (10,301)                    (20,062)
                                                  ------------                ------------
   Total Other                                         (10,301)                    (20,062)
                                                  ------------                ------------

NET INCOME (LOSS)                                 $   (724,892)               $ (1,064,981)
                                                  ============                ============

NET EARNINGS PER SHARE

   Basic and Diluted

      Net loss per share                                  (.02)                       (.27)

Basic and Diluted Weighted Average

Number of Common Shares Outstanding                 35,387,597                   4,623,359*

         *as revised for a 7 for 1 reverse stock split

                                      -3-



                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY

                          STATEMENTS OF OPERATIONS

            For the Three Months Ended April 30, 2002 and 2001


                                                     2002                       2001
                                                ------------               ------------
REVENUE

  Sales                                         $   463,538                $   588,312
  Cost of sales                                    (292,587)                  (199,760)
                                                -----------                -----------
GROSS PROFIT                                        170,951                    388,552

GENERAL & ADMINISTRATIVE EXPENSES                  (485,731)                (1,212,168)
RESEARCH & DEVELOPMENT                               (1,649)                   (62,863)
                                                -----------                -----------
INCOME (LOSS) FROM OPERATION                       (316,429)                  (886,476)

OTHER INCOME AND (EXPENSE)

   Interest - net                                    (2,383)                   (12,303)
                                                -----------                -----------
   Total Other                                       (2,383)                   (12,303)
                                                -----------                -----------

NET INCOME (LOSS)                               $  (318,812)               $  (898,782)
                                                ===========                ===========


                                      -4-



                         ROANOKE TECHNOLOGY CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY

                              As of April 30, 2002

                                                       ADDITIONAL
                                    COMMON STOCK       PAID
                                 SHARES     AMOUNT     CAPITAL    ALLOWANCES      DEFICIT      TOTAL
                          ----------------------------------------------------------------------------
Issuance for services          1,525,000     $  153   $   59,323 $         0 $           0  $  59,476
Acquisition                      500,000         50       19,450                               19,500
First offering                   800,000         80       19,920                               20,000
Second offering                1,000,000        100       49,900                               50,000
Third offering                   880,000         88       87,912                               88,000
Stock compensation             3,175,000        318      123,507                              123,825
Net loss for the year                                                             (305,545)  (305,545)
                          ----------------------------------------------------------------------------
Balance at October 31, 1998    7,880,000     $  789   $  360,012 $         0 $    (305,545) $  55,256

Third offering                 1,349,572        135      354,635                              354,770
Issuance for consulting fees     250,000         25       24,975                               25,000
Officer compensation             850,000         85    1,991,165                            1,991,250
Asset acquisition                999,111         99      629,901                              630,000
Stock issued for services          1,500                  11,813                               11,813
Net loss for the year                                                           (2,686,404)(2,686,404)
                           ---------------------------------------------------------------------------
Balance at October 31,1999     11,330,183    $1,133   $3,372,501 $         0 $  (2,991,949)$  381,685

Officer compensation            1,500,000       150      899,850                              900,000

Net loss for the year                                                           (1,065,244)(1,065,244)
                           ---------------------------------------------------------------------------

Balance at October 31, 2000    12,830,183    $1,283   $4,272,351 $         0 $  (4,057,193)$  216,441

Stock issued for cash           1,000,000       100       49,900                               50,000

Reverse stock split           (11,854,443)   (1,185)       1,185                                    0

Stock issued for cash           3,000,000       300      174,700                              175,000

Officer compensation            5,200,000       520      811,720                              812,240

Stock issued for services       4,161,857       416      455,189                              455,605


                                      -5-



Stock issued to retire
 short-term note payable       20,000,000     2,000       18,000                               20,000

Allowance for prepaid
 stock compensation
 for services                                                       (205,199)

Net loss for the year                                                           (1,879,379)(1,879,379)
                           ---------------------------------------------------------------------------
Balance at October 31, 2001    34,337,597    $3,434   $5,783,045  $ (205,199) $ (5,936,572)$ (355,292)
                           ---------------------------------------------------------------------------

Stock issued for services       1,700,000       170      151,780                              151,950

Allowance for prepaid

stock compensation                                                  205,199                   205,199

Net Loss                                                                        (724,892)    (724,892)
                           ---------------------------------------------------------------------------
Balance at April 30, 2002      36,037,597    $3,604   $5,934,825  $      (0) $(6,661,464) $  (723,035)
                           ===========================================================================

                                      -6-



                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY

                            STATEMENTS OF CASH FLOWS

               For the Three Months ending April 30, 2002 and 2001



                                                         2002                   2001
                                                     ------------           ------------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                 $  (724,892)           $(1,064,981)

   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:

   Depreciation and amortization                          39,655                 94,625
   Compensation in the form of stock                     357,149                850,811
  (Increase) decrease in accounts receivable             (92,561)                33,503
  (Increase) decrease in employee advance                  2,019                 (3,124)
  (Increase) decrease in officers' receivable             39,842                (46,349)
  (Increase) decrease  in deposits                             0                (24,727)
   Increase (decrease) in payables & accrued expenses    342,540                 42,298
   Increase (decrease) in employee loan                   15,000                      0
   Increase (decrease) in accrued interest                16,987                      0
                                                     ------------           ------------
      Total adjustments to net income                    720,631                947,037
                                                     ------------           ------------

   Net cash flows from operations                          4,261               (117,944)

CASH FLOWS FROM INVESTING ACTIVITIES

   Capital expenditures on equipment                           0               (229,226)
                                                     ------------           ------------
   Net cash flows from investing                               0               (229,226)
                                                     ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from note payable                                  0                290,000
   Proceeds from issuance of common stock                      0                 50,000
   Payments on notes                                           0                (15,689)
                                                     ------------           ------------
   Net cash flows from financing                               0                324,311
                                                     ------------           ------------
CASH RECONCILIATION

   Net increase (decrease) in cash                         4,261                 22,859
   Cash at beginning of year                                  35                 40,994
                                                     ------------           ------------
CASH BALANCE AT APRIL 30, 2002 AND 2001                $   4,296               $ 18,135
                                                     ============           ============

                                      -7-`

ROANOKE TECHNOLOGY CORPORATION

AND SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

1.   Summary of significant accounting policies:

Industry -  Roanoke Technology Corporation (The Company)
was incorporated December 11, 1997 as Suffield Technologies Corp., its original name, under the laws of
the State of Florida. The Company is headquartered in Roanoke Rapids, North
Carolina and does business as Top-10 Promotions, Inc. The Company is engaged in
the design, development, production, and marketing of technology to provide
enhanced internet marketing capabilities.

Revenue Recognition and Service Warranty -  Revenues
resulting from technology consulting services are recognized as such services are performed and paid. A
deferred revenue account had been established in the financial statements during
1999 to account for revenue and costs of revenue to be recognized in the income
statement at the end of the service agreement period. During February of 2000
the service agreement was changed thus not requiring a deferred revenue account.
Services are most often paid for in advance of the service being performed. The
services performed are completed by software programs leaving the time when a
service is paid for and the time the service is performed immaterial. The
Company has no extended maintenance contracts and warrants its consulting
services to meet the consulting service contract guarantee. No provision for
estimated future costs relating warranties have been made as these costs have
been historically immaterial.

Cash and Cash Equivalents -  The Company considers cash on
hand and amounts on deposit with financial institutions which have original maturities of three months or
less to be cash and cash equivalents.

Basis of Accounting -  The Company's financial statements
are prepared in accordance with generally accepted accounting principles. All costs associated with
software development and advancement are expensed as a cost of sales through an
ongoing research and development program.

Property and Equipment  -  Property and equipment are
recorded at cost.  Depreciation is computed using the straight-line method over the estimated
useful lives of the various classes of assets as follows:

Leasehold improvements are
amortized on the straight-line basis over the lesser of the life of the asset or
the term of the lease. Maintenance and repairs, as incurred, are charged to
expenses; betterments and renewals are capitalized in plant and equipment
accounts. Cost and accumulated depreciation applicable to items replaced or
retired are eliminated from the related accounts; gain or loss on the
disposition thereof is included as income.

Long-lived Assets - Long lived assets, including property and
equipment and certain intangible assets to be held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying value of
the assets may not be recoverable. Impairment losses are recognized if expected
future cash flows of the related assets are less than their carrying values.
Measurement of an impairment loss is based on the fair value of the asset.
Long-lived assets and certain identifiable intangibles to be disposed of are
reported at the lower of carrying amount or fair value less costs to sell.

Intangibles - Goodwill represents the excess of purchase
price over the fair value of business acquired and is amortized on a
straight-line basis over 3 years.

Other acquired intangibles
principally include core technology in the form of software programs and are
amortized over their estimated lives of primarily 3 to 5
years, existing organization costs are being amortized
by the straight-line method over 5 years.

Research and Development - Research and development costs
incurred in the discovery of new knowledge and the resulting translation of this new knowledge into plans
and designs for new services, prior to the attainment of the related
products technological feasibility, are recorded as expenses in the period
incurred.

Income Taxes - The Company utilizes the asset and
liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.

-8-

Fair Value of Financial Instruments - The Company's
financial instruments include cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and shareholders. The carrying amount
of long-term debt to banks approximates fair value based on interest rates that
are currently available to The Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.

Earnings Per Share - Basic earnings per share ("EPS") is
computed by dividing earnings available to common shareholders by the weighted-average number of
common shares outstanding for the period as required by the Financial Accounting
Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings per Shares".  Diluted EPS reflects the
potential dilution of securities that could share in the
earnings.

Concentrations of Risk -  - Financial instruments
which potentially expose The Company to concentrations of credit risk consist principally of operating
demand deposit accounts. The Companys policy is to place its operating
demand deposit accounts with high credit quality financial institutions.

No customer represented 10 % or more of The Company's total sales as of the
current reporting period.

The Company has a concentration of revenue dependancy on a limited number of
services.

Stock-Based Compensation -  - In accordance with the
recommendations in SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS No.
123), The Companys management has considered adopting this optional
standard for disclosure purposes, along with Accounting Principles Board opinion
no. 25. The Company may consider using full implementation of SFAS No. 123 at a
future date. The Company accounted for stock bonus during the years ending
October 31, 2000 and 1999 of 1,500,00 shares and 850,000 shares of restricted
stock, respectively, given to the President of The Company as compensation. The
bonus was accounted for in the periods in order to match the compensation
expense with the time in which it was earned. In accordance with the tax
accounting, the compensation will not be deductible until the President sells
those shares. The shares are restricted from sale for a period of two years from
the date of issuance and are accounted for at their fair value.

2.   Going Concern:

The Companys
financial statements have been presented on the basis that it is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has suffered losses from operations and may
require additional capital to continue as a going concern as The Company
develops its new markets. Management believes The Company will continue as a
going concern in its current market and is actively marketing its services which
would enable The Company to meet its obligations and provide additional funds
for continued new service development. In addition, management is currently
negotiating several additional contracts for its services. Management is also
embarking on other strategic initiatives to expand its business opportunities.
However, there can be no assurance these activities will be successful.

-9-

3.   Accounts Receivable and Customer Deposits:

Accounts receivable
historically have been immaterial as The Companys policy is to have the
software that it sells paid for in advance. As of the balance sheet date there
were no deposits paid in advance.

4.    Use of Estimates:

The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that effect 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.

5.   Revenue and Cost Recognition:

The Company uses the
accrual basis of accounting for financial statement reporting. Revenues are
recognized when services are performed and expenses realized when obligations
are incurred.

6.   Accounts payable and accrued expenses:

Accounts payable and
accrued expenses consist of trade payables and accrued payroll and payroll taxes
created from normal operations of the business.

7.   Long-term debt:

Long - term debt consists of:

On November 7, 2000, The
Company entered into a loan agreement with First International Bank, Hartford,
CT. The U.S. Small Business Administration is the guarantor on this loan in the
amount of $290,000. The initial interest rate, a variable rate, is 11.50% per
year. This initial rate is the prime rate on the date the U.S. Small Business
Administration received the loan application, plus two percent. The Company must
pay principal and interest payments each month, beginning two months from the
date of the note. Payments will be made on the first calendar day in the months
that they are due. The note has a term of seven years with a late fee of up to
four percent of the unpaid portion of the regularly scheduled payment. The
President of The Company maintains a life insurance policy as required by the
loan agreement. The following is a schedule of the intended use of funds
received:

`Leasehold improvements               $120,000
Fixtures                              109,000
Equipment                              47,000
Working capital                        14,000
                                    ---------
Total                               $ 290,000`

-10-

During the July quarter of
1998, the Company entered into a note payable to a finance company which bears
interest at 16.53%. The note is collateralized by equipment and requires that
monthly payments of $197 be made through the maturity date of June, 2003.

During the April quarter of
1999, the Company entered into a capital Lease with a finance company which
bears an interest rate of 13.61%. The lease is collateralized by equipment and
requires that monthly payments of $534 be made through the maturity date of
April, 2002.

Aggregate maturities of long - term debt over the next five years are as
follows:

`For the quarter ended April 30, 2002                For the year ended October 31, 2001

YEAR                    AMOUNT                            YEAR               AMOUNT
2003                    74,799                            2002                35,411
2004                    36,652                            2003                35,746
2005                    40,407                            2004                38,180
2006                    45,258                            2005                42,764
2007                    50,692                            2006                47,898`

8.    Operating Lease Agreements:

The Company rents office
space with monthly payments of $6,000. The lease term for this space is seven
years beginning on October 1, 2000. This lease includes an option to purchase
whereby $1,000 of each months rent may be applied to the purchase price.

The Company also rents a
house for the convenience of Company employees that are relocating to the area
and out of town business guests. The house also serves as a satellite office as
added security for computer system continuation in the event that the main
office should encounter problems with their system. The house has monthly
payments of $1,200. The lease term is on a month to month basis.

The Company also leases its
phone systems, internet lines and various equipment . The lease terms are month
to month leases.

For this reason, The
Company considers all of these types of lease arrangements as operating.
Currently the lease costs are at $33,800 per year and shown as part of cost of
sales.

9.    Stockholders' Equity:

Preferred Stock

The Company has been
authorized 10,000,000 shares of preferred stock at $.0001 par value. As of
April 30, 2002, none of these shares had been issued and the limitations,
rights, and preferences were yet to be determined by the Board of Directors.

Common Stock

On April 4, 2002 the
Company entered into a consulting agreement with Nicole Leigh Van Coller for
financial consulting services. As compensation, the Company issued 1,000,000
shares of common stock for a value of $120,000.

-11-

On February 15, 2002 the
Company entered into a consulting agreement with Byron Rambo for representation
on the Companys payroll tax liabilities with the Internal Revenue Service.
As compensation, the Company issued 700,000 shares of common stock for a value
of $31,950.

On August 14, 2001, the
Company received proceeds of a loan from the Companys President in the
amount of $20,000 with a provision of conversion of the loan to 20,000,000
shares of restricted common stock after a 15 day period if not repayed. The loan
was converted by the Company as called for in the agreement for a value of
$20,000.

On August 27, 2001, the
Company issued 2,500,000 shares of common stock as compensation for a one year
consulting contract valued at $52,500. The compensation is amortized to expense
over the contract term from an allowance account as can be reviewed in the
statement of equity.

During the quarter ended
July 31, 2001, the Company filed S-8 stock registrations for consulting services
for a value of $364,534 and the issuance of 3,519,000 common shares. Of these
shares, 2,000,000 common shares per the agreement call for the purchase of these
shares at a value of a 40% discount on the bid price when purchased. The
discount has been accounted for as an expense for consulting services. The term
of services per the registrations range from five months to a year from the
contract agreement date. The stock has been accounted for as issued and an
allowance account has been set against this stock account to
amortize the costs over the term as an expense over the service term as can be reviewed in the statement of
equity.

On April 12, 2001, the
Company issued 5,200,000 shares of common stock to the President of the Company
valued at market price in the amount of $812,240. These shares were issued in
accordance with the compensation agreement.

On March 15, 2001, the
Company elected a 7 for 1 reverse stock split. The statements of operations have
been adjusted to reflect this split with the earnings per share calculation.

During the quarter ended
January 31, 2001, The Company filed an SB-2 filing with the U.S. Securities and
Exchange Commission. The filing called for 2,000,000 common shares to be offered
at a price of $.05 per share. 1,000,000 common shares have been sold for cash
and 1,000,000 (142,857 after the 7 for 1 reverse stock split) shares were issued
for services.

During the period ending
October 1998, the Board of Directors issued 1,525,000 shares of restricted
common stock to The Companys officers, and legal counsel in exchange
for services, and issued 500,000 shares of restricted common stock in the
acquisition of Top-10 Promotions, Inc.

In addition to the
restricted shares issued, The Company sold common stock through two separate
private offerings during the period. In the initial offering 800,000 shares were
sold each at a price of $0.025. In the second offering 1,000,000 shares were
sold each at a price of $0.05.

On October 15, 1998, the
majority shareholders of The Company undertook a Regulation - D, Rule 504,
offering whereby it sold 2,000,000 shares of common stock, $.0001 par value per
share or an aggregate of $200,000. In addition, each investor in the offering
received an option to purchase, for a twelve month period commencing on the date
of this offering, an additional one share of The Company at $1.00 per share for
each eight (8) shares purchased in the original offering (or $250,000). In
addition, each investor received an option to purchase for an eighteen month
period commencing on the date of this offering an additional one (1) share of
The Company  for each 8.88 shares previously purchased at $2.00 per share or an aggregate of
225,000 shares (or $450,000).

-12-

The Company also approved
of the investment by Arthur Harrison & Associates in the offering provided
that such investment in The Company was in lieu of monies owed to Arthur
Harrison & Associates by The Company for two (2) promissory notes dated
September 22, 1998 and October 10, 1998. Further more, Arthur Harrison &
Associates agreed to waive its rights to any interest on promissory notes.

10.    Acquisitions:

On March 30, 1999 The
Company acquired assets of Offshore Software Development Ltd.
(Offshore) in an exchange of assets for 999,111 shares of The
Company issued to the shareholders of that company. The Companys
management has valued the transaction at $630,000.

The assets included were
comprised of four computers valued at $8,000 and two software programs valued at
$622,000. The value of these assets was determined on the basis of
managements estimation.

An unusual impairment loss
of $257,075 was recorded in October of 1999 to reflect an impairment of the
intangible assets resulting from the acquired Offshore assets on
March 30, 1999. The impairment resulted from the Companys revised forecast
of the cash inflows expected from intangible assets. Amortization expenses will
drop by $8,583 per month.

Effective May 29, 1998, The
Company acquired all the outstanding common stock of Top-10 Promotions, Inc.,
consisting of 100 shares. These shares were redeemed and canceled.
The 100 shares of Top-10 Promotions, Inc. were acquired in exchange for 500,000
restricted shares of The Companys common stock issued to David
Smith, the sole shareholder of Top-10 Promotions, Inc. This transaction has been
accounted for using the purchase method of accounting. The value of the shares
exchanged by both parties was determined to be $19,500, including a value of
$(114) attributed to the fair value of assets and liabilities, and $19,614 of
goodwill attributed to the method of doing business and
the internally developed software.

Simultaneous with the
acquisition, The Company purchased all of the remaining authorized shares of
Top-10 Promotions, Inc. for $50,000 payable at closing and $17,500 per month
payable over an eleven month period as other consideration. The Company borrowed
funds for this transaction and later, upon agreement with the lender, converted
a portion of the amount due as capital contributed to The Company.

Also, the former owner of
Top-10 Promotions, Inc. was given the right to borrow up to 25% of retained
earnings of Roanoke Technology Corporation in fiscal year 1998 or the first two
quarters of fiscal 1999. Such borrowings shall be secured by his restricted
stock received in the acquisition at a 75% discount value to market. Repayment
shall be for a two- year period at a 5% annual interest rate. The Company also
entered into an employment contract with the former owner of Top-10 Promotions.

11.    Employment Contract and Incentive Commitments:

The Company has entered
into a five year employment contract with the former owner of Top-10 Promotions
as amended on April 12, 2001.

The contract provides for a
salary of $150,000; a stock bonus of 5,200,000 restricted common shares; a stock
bonus of 1,000,000 common shares per year for each year that the Company
generates a profit during the five year term; quarterly bonus of 30% of the net
income before income tax of The Company; standard non-competition clause; an
option to renew the employment agreement for an additional two year term
(provided he is not in default under the employment agreement); and annually,
with approval of the Board of Directors, receive up to one percent of the issued
and outstanding shares of the Company determined on December 31st of each year.

On November 1, 1998 The Company's management approved the
issuance of 750,000 shares of restricted common shares of
The Company to the former owner of Top-10 Promotions for
attaining gross revenues in excess $200,000.00 or more in
sales for the first three month period of 1999.  The shares have been issued at
a market value of $1,181,250. An additional 1,500,000 shares of restricted stock were
issued in accordance with the revised employment agreement during the year ended
October 31, 2000 for a value of $900,000.

12.   Payroll Taxes Payable and Deferred Tax Assets and
    Liabilities:

The Company accrues payroll
and income taxes. The Company, currently a C-Corporation, accounts for income
taxes in accordance with Statements on Financial Accounting Standards 109. As of
October 31, 2000, The Company had a deferred tax asset in the amount of
approximately $440,000 that is derived from a net operating tax loss
carryforward associated with stock compensation. The deferred tax assets will
expire during the years ending October 31, 2018 and 2019 in the amounts of
$40,000 and $400,000 respectively. It is uncertain as to when this compensation
will be deductible as it can only be deducted for tax purposes when the officers
sell the respective shares.

13.   Required Cash Flow Disclosure for Interest and Taxes
    Paid:

The Company paid interest
in the amount of $10,301 during the quarters ended April 30, 2002. The Company
had no income tax payments due and did not pay any income tax amounts during the
period.

-13-

14.    Litigation, claims and assessments:

The following is managements disclosure regarding
litigation, claims and assessments:

Oyster Software, Inc. (Plaintiff) v. Roanoke Technology Corp.
(Defendant and Cross-Defendant), Forms Processing, Inc.
(Defendant) and Barry Matz (Defendant); United States District
Court, Northern District of California, Case No. C000724 filed on
March 1, 2000.  Plaintiff, Oyster Software, Inc. claims trademark
and copyright infringement, misappropriation and unfair
competition based on the placement of its trademarks and
copyrighted material into HTML web pages utilized by defendant
Forms Processing, Inc. (FPI).  FPI claims that it had no knowledge
of this fact and that the web pages were created for it by Roanoke
Technology Corp. as part of the purchase of the product known as
"Premium Service."  Roanoke denies placing the allegedly infringing
material into FPI's web pages.  Plaintiff's complaint seeks
declaratory relief, an injunction, an accounting, damages in
excess of $1,600,000 and an award of attorneys fees and costs.
Through its cross-complaint, FPI seeks declaratory relief and
indemnity.

FPI seeks declaratory
relief and indemnity. With this case progressing toward the trial date, the
Company could not maintain adequate legal defense due to financial conditions.
Our legal counsel requested the court to be released and the court granted that
petition. The Company is unable to provide legal representation due  strictly to lack of
funding. The Company was facing a court deadline to obtain legal counsel or
strike its responsive pleadings, third party cross-complaint and enter default.
The company requested the court to be allowed to participate in the ordered
mediation conducted in December, 2001. The court allowed our CEO to attend the
mediation without counsel. During the course of the mediation the Company was
able to enter into an agreement with plaintiff to settle the third party claim.
The specifics are before the court as of this writing.

15.   Condensed consolidating financial statements:

RTCHosting Corp (RTCH) is a
wholly owned subsidiary of The Company. RTCH was incorporated on June 12, 2000
in the state of North Carolina. RTCH has 1,000 common shares authorized with no
par value and 100 common shares outstanding. The Company has determined that
separate financial statements and other disclosures concerning RTCH are not
material to investors. RTCH was formed to hold the copyrights of an on line
procurement system being developed by The Company. The Company has expensed all
research and development costs. The only costs incurred by RTCH has been its
incorporation and start-up costs which have been expensed in the amount of
$3,050. RTCH currently has no material values of assets, liabilities or equity.

RFQHosting Corp (RFQ) is a
35% owned joint venture in Roanoke Online, LLC. The Company and Roanoke Energy
Resources, Inc., a subsidiary of Roanoke Electric Cooperative, entered into a
joint venture whereby the Company, through RFQ, receives 35% of the gross
revenues of Roanoke Online, LLC, a business to business online procurement
service. The Company is responsible for  providing software maintenance and support personnel.  Roanoke
Energy Resources, Inc. is responsible for the day to day
management and marketing of RFQ.

Item 2.   Management's Discussion and Analysis of Financial Condition and Results
        of Operations

## Overview

Gross revenues refer to
fees earned in the design, development, production, and marketing of technology
to provide enhanced Internet marketing capabilities. We earn revenue
when we provide Internet services that improve an Internet sites ranking
when searched on the leading Internet search engines. Generally, the payment
terms require payment to us at, or prior to, the time that the services
are performed. Historically, we have has not experienced substantial
problems with unpaid accounts or had to refund significant monies. Our premium
Service and renewals of the same account for 97.5% of our business.

We have
technological expertise in the preparing and submitting web site pages with
key search words to the targeted search engines. The web site page
is configured so that when these key search words are entered into a search
engine, the search will most likely hit on this web page.

Primarily as a result of
the acquisition of Top-10 Promotions, Inc. on May 28, 1998, our
revenue has been generated from the sale of services of Top-10 Promotions, Inc.
as of the date of acquisition. The acquisition was accounted for using the
purchase method of accounting and the results of operations of Top-10
Promotions, Inc. from the date of purchase are included in the financial
statements. In the first year of business activity, we were building a
sales team and experienced gross revenue of $54,032. During the years ended
October 31, 1999, 2000and 2001, we had gross revenue of $1,144,122,
$1,999,103 and $1,551,609, respectively .

## THE THREE
MONTHS ENDED APRIL 30, 2002 COMPARED TO THE THREEMONTHS ENDED APRIL 30, 2001

Revenues for the quarter of
fiscal years 2002 and 2001 were $463,538 and $588,312, respectively. Management
attributes this decline primarily to be immatarial. We have engaged
consultants to assist with our growth.

Cost of sales was $292,587
or 63% of revenues as compared to $199,760 or 34% of revenues in the prior year.
The increase as a percentage of sales is attributable primarily to increased
sales personnel. We expect an increase in productivity resulting from
the redesign of our lead generating program and revenues
generated from our Web Hosting service.

General and administrative
costs decreased from $1,212,168 or 208% of revenues in the prior year quarter to
$485,731 or 105% of revenues. The prior year quarter costs were higher mainly
due to compensation in the form of a stock bonus. During the current quarter,
the most significant cost was the cost of consultants which were paid with the
issuance of common stock

## LIQUIDITY AND
CAPITAL RESOURCES

Cash flows from operating activities
were $4,261 for the six months ended April 30, 2002 as compared with cash flows
of ($117,944) in the prior year. Cash Flows from Investing Activities were $0 as
compared with ($229,226) in the prior year. The purchase in the prior year was
primarily of leasehold improvements, computer equipment, furniture and fixtures
for expansions in our newly leased office space. Financing
activities were $0 as compared to $324,311 in the prior year. We
received $290,000 from loan proceedes and $50,000 from the issuance of stock in
the prior years quarter.

## Outlook

Considerable effort has
been put into concentrating on two key areas since the close of our fiscal year:
increasing sales and reducing expenses. Long distance charges have been reduced
in excess of ten percent and Internet access fees have been reduced by over
sixty percent. Several non-revenue positions have either been eliminated or
moved to revenue-producing activities. We continue to look at every opportunity
to reduce our cost structure without sacrificing the quality of our service
offering. Our hardware infrastructure is adequate to support our projected
growth and we do not anticipate any major expenditure in this area during the
2001-2002 fiscal year.

We are continuing to give
attention to increasing the size and the productivity of our sales force.
Training sessions are conducted daily with all newly hired employees that help
them become a contributor to our revenues in a much shorter time frame than they
had historically.

We recently completed beta
testing on our newest product, RTC Homes, which is a template- driven web site
targeted to the real estate business. Effort is also being put into
consolidating all of our RTC Hosting web applications into configurable modules
that can be selected for individual customer needs.

By focusing on increasing
sales of our flagship product, Top-10 Promotions, and by introducing our newest
modules of RTC Hosting, we expect to enjoy increased sales over the same
previous periods for the foreseeable future. By examining every opportunity to
reduce cost, we are making significant improvements in our cost to serve. The
combination of improvements to these two key areas will continue to be our
driving force in order that we can provide a fair return to all of our
stockholders.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the
risk of loss that may impact our financial position, results of operations or
cash flows due to adverse changes in market prices and rates. We are exposed to
market risk because of changes in foreign currency exchange rates as measured
against the U.S. dollar. We do not anticipate that near-term changes in exchange
rates will have a material impact on our future earnings, fair values or cash
flows. However, there can be no assurance that a sudden and significant decline
in the value of European currencies would not have a material adverse effect on
our financial conditions and results of operations.

Our short-term bank debt
bears interest at variable rates; therefore our results of operations would only
be affected by interest rate changes to the short-term bank debt outstanding. An
immediate 10 percent change in interest rates would not have a material effect
on our results of operations over the next fiscal year.

## PART II - OTHER INFORMATION

## Item 1 -  Legal
Proceedings

Oyster Software, Inc. (Plaintiff) v. Roanoke Technology Corp. (Defendant and
Cross-Defendant), Forms Processing, Inc. (Defendant) and Barry Matz (Defendant);
United States District Court, Northern District of California, Case No. C000724
filed on March 1, 2000. Plaintiff, Oyster Software, Inc. claims trademark and
copyright infringement, misappropriation and unfair competition based on the
placement of its trademarks and copyrighted material into HTML web pages
utilized by defendant Forms Processing, Inc. (FPI). FPI claims that it had no
knowledge of this fact and that the web pages were created for it by us as part
of the purchase of the product known as "Premium Service." We deny placing the
allegedly infringing material into FPI's web pages. Plaintiff's complaint seeks
declaratory relief, an injunction, an accounting, damages in excess of
$1,600,000 and an award of attorneys fees and costs. Through its
cross-complaint, FPI seeks declaratory relief and indemnity.

FPI seeks declaratory relief and indemnity.
With this case progressing toward the trial date, the COmpany could not maintain adequate legal
defense due to financial conditions.  OUr legal counsel requested the court to be released and
the court granted that petition.  The Company is unable to provide legal representation due
strictly to lack of funding.  The COmpany was facing a court deadline to obtain legal
counsel or strike our responsive pleadings, third party cross-complaint and enter default.  The
Company requested the court to be allowed to participate in the ordered mediation conducted
in December, 2001.  The court allowed our CEO to attend the mediation without counsel.  During
the course of the mediation the Company was able to enter into an agreement with olaintiff
to settle the third party claim.  The specifics are before the court as of this writing.

## Item 2 - 
Changes in Securities

None.

## Item 3 - 
Defaults Upon Senior Securities

None.

## Item 4  - 
Submission of Matters to a Vote of Security Holders

None.

## Item 5 -  Other
Information

None.

## Item 6  - 
Exhibits and Reports on Form 8-K

a. Exhibits

None.

b. Reports on Form 8-K

None.

No reports on Form
8-K were filed for this quarter of 2002.

# 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 thereunto duly
authorized.

ROANOKE
TECHNOLOGY CORP.

|By: | /s/  David L. Smith
       DAVID L. SMITH CEO and Director
|--- | ----------------------------------------------------------

Dated: June 21,
2002

|By: | /s/  Jack Webb
       JACK WEBBPresident and Chief Operating Officer
|--- | --------------------------------------------------------------------

Dated: June 21,
2002

|By: | /s/  Edwin Foster
       EDWIN FOSTERChief Financial Officer, Secretary and Director
|--- | ------------------------------------------------------------------------------------

Dated: June 21,
2002