U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)
                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended January 31, 2002

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                                THE EXCHANGE ACT

                        For the transition period from to

                           Commission File No. 0-26715

                            ROANOKE TECHNOLOGY CORP.
                 (Name of Small Business Issuer in Its Charter)

                                     Florida

                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   22-3558993
                      (I.R.S. Employer Identification No.)

           539 Becker Drive, Roanoke Rapids, North Carolina          27870
              (Address of Principal Executive Offices)             (Zip Code)

                                 (252) 537-9222
                (Issuer's Telephone Number, Including Area Code)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 March 18, 2002, the
Company had 36,938,112 shares of Common Stock outstanding, $0.0001 par value.

                                        1

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                     Financial Statements Table of Contents

Part I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Item 1. Financial Statements

                 ROANOKE TECHNOLOGY CORPORATION
             Financial Statements Table of Contents
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS                             Page #
<S>                                              <C>
     Balance Sheets                              1 - 2
     As of January 31 31, 2002 and
     October 31, 2001

     Statements of Operations                    3
     For the Three Months Ended
     January 31, 2002 and 2001

     Statement of Stockholders' Equity           5
     As of July 31, 2001

     Statements of Cash Flows                    6
     For the Three Months Ended
     January 31, 2002 and 2001

     Notes to the Financial Statements           7-13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                      II-1

Item 2. Changes in Securities                                  II-2

Item 3. Defaults Upon Senior Securities                        II-2

Item 4. Submission of Matters to a Vote of Security Holders    II-2

Item 5. Other Information                                      II-2

Signatures                                                     II-3

</TABLE>

                                       (i)

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

BASIS OF PRESENTATION

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 three
months ended Jabuary 31, 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.

                                        I-2

<PAGE>

ITEM 15.   FINANCIAL STATEMENTS AND EXHIBITS.
           ----------------------------------


FINANCIAL STATEMENTS

For the information required by this Item, refer to the Index to Financial
Statements appearing on page F-1 of the registration statement.



                 ROANOKE TECHNOLOGY CORPORATION

             Financial Statements Table of Contents
FINANCIAL STATEMENTS                                           Page #

     Balance Sheets                                              1 - 2
     As of January 31, 2002 and October 31, 2001

     Statements of Operations                                        3
     For the Three Months Ended
     January 31, 2002 and 2001

     Statement of Stockholders'Equity                            4 - 5
     As of January 31, 2002

     Statements of Cash Flow                                         6
     For the Three Months Ended
     January 31, 2002 and 2001

     Notes to the Financial Statements                          7 - 12

<PAGE>

                             ROANOKE TECHNOLOGY CORPORATION
                                     AND SUBSIDIARY
                                     BALANCE SHEETS

                      As of January 31, 2002 and October 31, 2001

                                         ASSETS
<TABLE>
<CAPTION>
                                              2002               2001
                                          ------------      ------------
CURRENT ASSETS
<S>                                           <C>              <C>
  Cash                                        $ (18,193)       $      35
 Employee advances                                4,089            5,494
  Accounts receivable                            99,510           64,598
  Less: allowance for doubtful accounts         (30,000)         (30,000)
                                              ---------        ---------
     Total Current Assets                        55,406           40,127

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements         517,220          517,220
   Less: accumulated depreciation              (148,438)        (133,647)
                                              ---------        ---------

      Total Property and Equipment              368,782          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              (322,678)        (294,419)
                                              ---------        ---------
   Net intangibles                               24,863           53,122
   Deposits                                      19,850           19,850
   Officers' receivable                          38,179           76,368
                                              ---------        ---------
      Total Other Assets                         82,892          149,340

           TOTAL ASSETS                       $ 507,080        $ 573,040
                                              =========        =========

<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses       $   338,280        $   294,427
   Payroll tax and penalty payable                 490,141            332,293
Credit card payable                                 17,569             17,588
Loan by employee                                    15,000                  0
Current maturity of long-term debt                  36,524             35,411
                                               -----------        -----------
      Total current liabilities                    897,514            679,719

LONG TERM LIABILITIES

   Long term debt                                  303,087            284,024
   Less: current portion                           (36,524)           (35,411)
                                               -----------        -----------
     Total long term liabilities                   266,563            248,613
                                               -----------        -----------
       TOTAL LIABILITIES                         1,164,077            928,332

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    50,000,000 shares authorized;
    34,337,597 issued
    and outstanding                                  3,434              3,434
   Additional paid-in capital                    5,783,045          5,783,045
   Allowance for long-term
     Stock compensation                           (100,823)          (205,199)
   Retained earnings                            (6,342,653)        (5,936,572)
                                               -----------        -----------
       TOTAL STOCKHOLDERS' EQUITY                 (656,997)          (355,292)
                                               -----------        -----------
       TOTAL LIABILITIES AND EQUITY            $   507,080        $   573,040
                                               ===========        ===========
</TABLE>

<PAGE>

                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY

                          STATEMENTS OF OPERATIONS

            For the Three Months Ended January 31, 2002 and 2001
<TABLE>
<CAPTION>
                                              2002                       2001
                                          ------------               ------------
REVENUE
<S>                                          <C>                    <C>
  Sales                                      $    391,464           $    392,556
  Cost of sales                                  (248,131)              (164,246)
                                             ------------           ------------
GROSS PROFIT                                      143,333                228,310

GENERAL & ADMINISTRATIVE EXPENSES                (476,471)              (323,885)
RESEARCH & DEVELOPMENT                            (65,024)               (62,863)
                                             ------------           ------------
INCOME (LOSS) FROM OPERATION                     (398,162)              (158,438)

OTHER INCOME AND (EXPENSE)

   Interest - net                                  (7,919)                (7,760)
                                             ------------           ------------
   Total Other                                     (7,919)                (7,760)
                                             ------------           ------------

NET INCOME (LOSS)                            $   (406,081)          $   (166,198)
                                             ============           ============

NET EARNINGS PER SHARE

   Basic and Diluted

      Net loss per share                             (.01)                  (.09)


Basic and Diluted Weighted Average

Number of Common Shares Outstanding            34,337,597              1,951,931*
</TABLE>

*as revised for a 7 for 1 reverse stock split

<PAGE>

                           ROANOKE TECHNOLOGY CORPORATION
                         STATEMENT OF STOCKHOLDERS' EQUITY

                               As of January 31, 2002
<TABLE>
<CAPTION>
                                                       ADDITIONAL
                                    COMMON STOCK       PAID
                                 SHARES     AMOUNT     CAPITAL    ALLOWANCES      DEFICIT      TOTAL
                          ----------------------------------------------------------------------------
<S>                            <C>           <C>      <C>        <C>         <C>            <C>
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

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)
                           ---------------------------------------------------------------------------
Allowance for prepaid
stock compensation                                                   104,376

Net Loss                                                                          (406,081)
                           ---------------------------------------------------------------------------

Balance at January 31, 2002    34,337,597    $3,434   $5,783,045  $ (100,823)  $(6,342,653)$ (656,997)

                           ===========================================================================
</TABLE>

<PAGE>

                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY

                          STATEMENTS OF CASH FLOWS

              For the Three Months ending January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                         2002                   2001
                                                     ------------           ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>                    <C>
   Net income (loss)                                           $(406,081)          $(166,198)

   Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
   Depreciation and amortization                                  43,049              51,076
   Stock compensation amortization                               104,376                   0
  (Increase) decrease in accounts receivable                     (34,912)             33,940
  (Increase) decrease in employee advance                          1,405             (20,923)
  (Increase) decrease in officers' receivable                     38,189             (34,912)
  (Increase) decrease  in deposits                                     0             (24,927)
   Increase (decrease) in payables & accrued expenses            201,702              63,489
   Increase (decrease) in credit card payable                        (19)                  0
   Increase (decrease) in officer loan                            15,000                   0
   Increase (decrease) in accrued interest                        19,063                   0
                                                               ---------           ---------
      Total adjustments to net income                            387,853              67,743
                                                               ---------           ---------

   Net cash flows from operations                                (18,228)            (98,455)

CASH FLOWS FROM INVESTING ACTIVITIES

   Capital expenditures on equipment                                   0            (228,127)
                                                               ---------           ---------
   Net cash flows from investing                                       0            (228,127)
                                                               ---------           ---------
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              (1,208)
                                                               ---------           ---------

   Net cash flows from financing                                       0             338,792
                                                               ---------           ---------
CASH RECONCILIATION

   Net increase (decrease) in cash                               (18,228)             12,210
   Cash at beginning of year                                          35              40,994
                                                               ---------           ---------
CASH BALANCE AT JANUARY 31, 2002 AND 2001                      $ (18,193)          $  53,204
                                                               =========           =========
</TABLE>

<PAGE>

                         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.

<PAGE>

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:

     Machinery and equipment            2 to 10 years
     Furniture and fixtures             5 t0 10 years

Leasehold improvements are amortized on the straight-line basis over the lessor
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.

<PAGE>

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.

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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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

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.

<PAGE>

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

<TABLE>
<CAPTION>
For the quarter ended January 31, 2002                For the year ended October 31, 2001
--------------------------------------                -----------------------------------
YEAR                    AMOUNT                            YEAR               AMOUNT
----                    ------                            ----               ------
<S>                     <C>                               <C>                 <C>
2003                    36,524                            2002                35,411
2004                    39,278                            2003                35,746
2005                    43,993                            2004                38,180
2006                    49,275                            2005                42,764
2007                    55,229                            2006                47,898
</TABLE>

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.

<PAGE>

9. Stockholders' Equity:
   ---------------------

Preferred Stock
---------------

The Company has been authorized 10,000,000 shares of preferred stock at $.0001
par value. As of January 31, 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 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.

<PAGE>

During the period ending October 1998, the Board of Directors issued 1,525,000
shares of restricted common stock to The Company's officer's, 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).

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.

<PAGE>

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 the 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, effective. 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
share 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.

<PAGE>

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 were
issued in accordance with the revised employment agreement during the year ended
October 31, 2000 for a value of $900,000.

The Company has entered into an employment agreement with The Company's Director
of Operations on March 1, 1999. The agreement calls for a contract period of
four years upon which The Director will be paid an annual salary of $60,000 with
standard company commissions and bonuses. The salary will adjust to $80,000 at
June 4th 1999. In addition the director's salary shall increase to $100,000 at
the time The Company's gross revenues exceed $1,000,000 during any twelve month
period and $120,000 once The Company's gross revenues exceed $2,000,000 during
any twelve month period. Upon the director's salary increasing to $80,000 or
above, the director shall no longer be entitled to commissions and bonuses.

<PAGE>

In addition to the above mentioned, the director will be granted stock options
in The Company at an exercise price of $1.00 per share of common stock in the
amount of 50,000 shares per year, after each year's service, for a four year
period. Such shares will be restricted for a two year period from the date of
issuance.

The Company will account for these options during the time that they are earned
in accordance with APB Opinion No. 25. At the present time, the fair value of
these options are not in excess of the exercise price and not exercisable;
therefore there is no compensation expense to record. A determination of the
fair value of these options may be extended to the end of the current fiscal
year. Other conditions are included in this employment agreement, but remain
immaterial to the financial statements.

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 $26,779 during the quarters ended
April 30, 2001. The Company had no income tax payments due and did not pay any
income tax amounts during the period.

14.  Litigation, claims and assessments:
     -----------------------------------

There are various lawsuits and claims pending against The Company. Management
believes that any ultimate liability resulting from those actions or claims will
not have a material adverse affect on The Company's results of operations,
financial position or liquidity. The following is management's disclosure
regarding litigation, claims and assessments:

<PAGE>

(1) 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. We are presently
defending such lawsuit. The parties entered into mediation in December 2001 and
are working toward a possible settlement.

(2) Sancor Industries Ltd. (plaintiff) v. Sun-Mar Corporation (defendant and
third party claimant) and Top-10 Promotions Inc. and Roanoke Technology
Corporation (third party defendants); Ontario Superior Court of Justice Court
File No. 99-CV-172600CMA. The plaintiff, Sancor Industries, claims damages for
breach of an undertaking given by Sun-Mar not to use, display or incorporate
trademarks of the plaintiff, Sancor, based on the alleged placement of the
plaintiff's trademarks and proprietary material into HTML web pages utilized by
the defendant Sun-Mar Corporation. Sun-Mar Corporation has claimed contribution
and indemnity from the third party defendants for any amounts for which it is
found liable to Sancor. Sun-Mar Corporation claims that it had no knowledge of
the usage of any such materials in the web pages 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 Sun-Mar Corporation's web pages. The plaintiff seeks declaratory relief, an
injunction, an accounting and general damages in an unspecified amount as well
as exemplary and punitive damages in the amount of $100,000 as well as
attorney's fees and costs. For purposes of limiting our legal fees in this
matter, we settled with Sum-Mar for 100,000 restricted common Roanoke shares
plus the issuance of a promissory note to Sun-Mar for a total of $100,000 less
the amount of proceeds received by Sun-Mar from the sale of the 100,000 Roanoke
shares.


<PAGE>

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.

16. Reclassification:
    -----------------
The Company's management has decided to reclassify certain items in the
Statements of Operations. The Company has reclassified certain amounts as
research and development costs. These costs have been shown separately from
general and administrative costs. The costs are generally comprised of software
development costs. General and administrative costs have also been reclassified
as a one line item in the Statement of Operations.

<PAGE>

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 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 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, 2000 and 2001, we had gross revenue of $1,144,122, $1,999,103 and
$1,551,609, respectively .

THE THREE  MONTHS ENDED JANUARY 31, 2002 COMPARED TO THE THREE
MONTHS ENDED JANUARY 31, 2001

Revenues for the quarter of fiscal years 2002 and 2001 were $391,464 and
$392,556, respectively. Management attributes this decline primarily to be
immatarial. We have engaged consultants to assist with our growth.

Cost of sales was $248,131 or 63% of revenues as compared to $164,246 or 42% 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.

Depreciation and amortization expenses decreased to $43,049 or 11% of revenues
from $51,076 or 13% of revenues because of certain assets that have been
completely depreciated or amortized.

Legal and accounting expenses decreased to $4,519 or 1% of revenues from $53,804
or 14% of revenues mainly due to a decrease in pending litigation and a decrease
in the number of filings made with the Securities and Exchange Commission.

<PAGE>

Office salaries decreased from $80,477 or 21% of revenues to $24,837 or 6% of
revenues. This was the result of a movement of personnel to sales oriented
positions and the elimination of some job classifications.

Telephone expenses increased to $41,645 or 11% of revenues are compared in
amount to $26,580 or 7% of revenues in the prior year. We believe recent
renegotiations with phone and internet services will decrease these costs as a
percentage of revenues in the future.

Payroll tax penalties and interest have been recorded at $20,547 or 5% of
revenues as compared to $0 in the prior year. This increase is due to the late
payment of payroll taxes due to a weak cash flow from the economic recession. We
are current with filing our payroll tax reports and are taking steps to
negotiate these amounts with the Internal Revenue Service.

Insurance costs increased from $8,379 or 2% of revenues to $25,566 or 7% of
revenues. The increase was due to the larger building that we now occupy.

Officer compensation increased to $153,650 or 39% of revenues from $40,028 or
10% of revenues. The increase was due to a one time charge off of officer loans
as compensation.

Research and development costs increased to $65,024 or 17% of revenues from
$62,863 or 16% of revenues. We have hired additional programmers on a
full time basis in order to meet our objectives.

The loss from operations increased from a loss of $166,198 or 42% of revenues to
a loss of $406,081 or 104% of revenues. Management believes there has been a
temporary flat period for gross revenues while increasing costs to enhance our
sales capabilities.

LIQUIDITY AND CAPITAL RESOURCES

Cash outflows from operating activities were ($18,228) for the three months
ended January 31, 2002 as compared with cash outflows of ($98,455) in the prior
year's quarter. Cash Flows from Investing Activities were $0 as compared with
($228,127) in the prior year's quarter. The purchases in the prior year's
quarter 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 $338,792 in the prior year's
quarter. We received $290,000 from loan proceeds and $50,000 from the
issuance of stock in the prior year's quarter.

<PAGE>

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.

Top-10 Promotions December 2001 sales were up fifteen percent over December 2000
sales. Sales for January 2002 were up over twenty percent over January 2001. We
expect to see sales continue to be up over same-month sales from the previous
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.

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.

<PAGE>

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.

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

(1) 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. We are presently
defending such lawsuit.  The parties entered into mediation in December 2001
and are working toward a possible settlement.

(2) Sancor Industries Ltd. (plaintiff) v. Sun-Mar Corporation (defendant and
third party claimant) and Top-10 Promotions Inc. and Roanoke Technology
Corporation (third party defendants); Ontario Superior Court of Justice Court
File No. 99-CV-172600CMA. The plaintiff, Sancor Industries, claims damages for
breach of an undertaking given by Sun-Mar not to use, display or incorporate
trademarks of the plaintiff, Sancor, based on the alleged placement of the
plaintiff's trademarks and proprietary material into HTML web pages utilized by
the defendant Sun-Mar Corporation. Sun-Mar Corporation has claimed contribution
and indemnity from the third party defendants for any amounts for which it is
found liable to Sancor. Sun-Mar Corporation claims that it had no knowledge of
the usage of any such materials in the web pages 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 Sun-Mar
Corporation's web pages. The plaintiff seeks declaratory relief, an injunction,
an accounting and general damages in an unspecified amount as well as exemplary
and punitive damages in the amount of $100,000 as well as attorney's fees and
costs. For purposes of limiting our legal fees in this matter, we settled with
Sum-Mar for 100,000 restricted common Roanoke shares plus the issuance of a
promissory note to Sun-Mar for a total of $100,000 less the amount of proceeds
received by Sun-Mar from the sale of the 100,000 Roanoke shares.

Item 2. Changes in Securities and Use of Proceeds.   None

Item 3. Defaults Upon Senior Securities. Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders.   None

Item 5. Other Information. None

Item 6. Exhibits and Reports of Form 8-K. None

                                     II-1

<PAGE>

                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this 10-Q report to be signed on its
behalf by the undersigned thereunto duly authorized.

                              ROANOKE TECHNOLOGY CORP.
                              (Registrant)

Date:
March 18, 2002            /s/ David L. Smith
                              -------------------------
                              David L. Smith, Jr.
                              President and Director

March 18, 2002           /s/  Edwin Foster
                              -------------------------
                              Edwin Foster
                              Chief Financial Officer,
                              Secretary and Director

                                    II-2