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, 2001

               [ ] 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 20, 2001, the
Company had 13,686,677 shares of Common Stock outstanding, $0.0001 par value.

                                       1
<PAGE>

                 ROANOKE TECHNOLOGY CORPORATION
             Financial Statements Table of Contents

Part I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
FINANCIAL STATEMENTS                                           Page #
<S>                                                            <C>
     Balance Sheets                                            1 - 2
     As of January 31, 2001 and
     October 31, 2000

     Statements of Operations                                  3
     For the Three Months Ended
     January 31, 2001 and 2000

     Statement of Stockholders' Equity                         4
     As of January 31, 2001

     Statements of Cash Flows                                  5
     For the Three Months Ended
     January 31, 2001 and 2000

     Notes to the Financial Statements                         6-12

Item 1. Financial Statements                                   3

PART II - OTHER INFORMATION                                    13

Item 1. Legal Proceedings                                      13

Item 2. Changes in Securities                                  13

Item 3. Defaults Upon Senior Securities                        14

Item 4. Submission of Matters to a Vote of Security Holders    14

Item 5. Other Information                                      14

Signatures                                                     14

</TABLE>

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,
2000. 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 January 31, 2001 are not necessarily indicative of results that may
be expected for the year ending October 31, 2001. The financial statements are
presented on the accrual basis.

                                       2
<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                                 BALANCE SHEETS
                   As of January 31, 2001 and October 31, 2000

                                     ASSETS
<TABLE>
<CAPTION>

                                              2001                       2000
                                          -----------                -----------
<S>                                        <C>                      <C>
CURRENT ASSETS
  Cash                                     $   53,204               $   40,994
  Accounts receivable                          23,920                   57,860
  Less: allowance for doubtful accounts         2,900                    2,900
  Employee receivable                          20,923                        0
                                           -----------               -----------
     Total Current Assets                      95,147                  95,954

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements       502,876                 274,749
   Less: accumulated depreciation              89,275                  65,956
                                           -----------              -----------

      Total Property and Equipment            413,601                 208,793

OTHER ASSETS

   Organization costs                           1,000                   1,000
   Goodwill                                    19,614                  19,614
   Software                                   313,000                 313,000
   Less: Accumulated amortization             209,144                 181,386
                                           -----------               ----------
   Net intangibles                            124,470                 152,228
   Deposits and loan fees                      33,877                   8,950
   Officer receivable                          34,912                       0
                                           ------------              ----------
      Total Other Assets                      193,259                 161,178

           TOTAL ASSETS                     $ 702,007               $ 465,925
                                           ============              ==========
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

                                              2001                       2000
                                          -----------                -----------
<S>                                      <C>                       <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses  $  299,119                $ 235,630
   Current maturity of long-term debt         35,411                    7,200
                                          -----------                ----------
      Total current liabilities              334,530                  242,830

LONG TERM LIABILITIES

   Long term debt                            302,645                   13,853
   Less: current portion                      35,411                    7,200
                                          -----------                ----------
     Total long term liabilities             267,234                    6,654
                                          -----------                ----------

       TOTAL LIABILITIES                     601,764                  249,484
                                          -----------                ----------
STOCKHOLDERS' EQUITY
--------------------

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    50,000,000 shares authorized;
    13,830,183 and 12,830,183 issued
    and outstanding, respectively             1,383                     1,283
   Additional paid-in capital             4,322,251                 4,272,351
   Retained earnings                     (4,223,391)               (4,057,193)
                                         -----------              ------------
       TOTAL STOCKHOLDERS' EQUITY           100,243                   216,441
                                         -----------              ------------

       TOTAL LIABILITIES AND EQUITY      $ 702,007              $    465,925
                                        =============             =============
</TABLE>

                                       4
<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                            STATEMENTS OF OPERATIONS
              For the Three Months Ended January 31, 2001 and 2000
<TABLE>
<CAPTION>
                                            2001                    2000
                                         ----------              -----------
<S>                                     <C>                     <C>
REVENUE

  Sales                                 $   392,556              $   520,679
  Cost of sales                             164,246                  260,488
                                         ----------              -----------
GROSS PROFIT                                228,310                  260,191

GENERAL & ADMINISTRATIVE EXPENSES           323,885                  276,162
RESEARCH & DEVELOPMENT                       62,863                   20,073
                                         ----------              -----------
INCOME (LOSS) FROM OPERATION               (158,438)                 (36,044)

OTHER INCOME AND (EXPENSE)

   Interest - net                            (7,760)                   1,468
                                         ----------              -----------
   Total Other                               (7,760)                   1,468
                                         ----------              -----------

NET INCOME (LOSS)                       $  (166,198)             $   (34,576)
                                         ==========              ============

NET EARNINGS PER SHARE
   Basic and Diluted

      Net loss per share                       (.01)             Less than (.01)

Basic and Diluted Weighted Average

Number of Common Shares Outstanding        13,663,516              10,330,206

</TABLE>

                                       5
<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                             As of January 31, 2000

<TABLE>
<CAPTION>
                                                       ADDITIONAL
                                    COMMON STOCK       PAID
                                 SHARES     AMOUNT     CAPITAL       DEFICIT      TOTAL
                          ----------------------------------------------------------------
<S>                            <C>           <C>       <C>        <C>           <C>
Issuance for services          1,525,000     $  153    $  59,323 $          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
Officer 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 $   (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 $(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 $(4,057,193)  $ 216,441

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

Net loss for the quarter
 ended January 31, 2001                                              (166,198)   (166,198)
                           ---------------------------------------------------------------

Balance at January 31, 2001    13,830,183      $1,383  $4,322,251 $(4,223,391)  $ 100,243

                           ===============================================================

</TABLE>



                                       6
<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
              STATEMENTS OF CASH FLOWS For the Three Months ending
                            January 31, 2001 and 2000
<TABLE>
<CAPTION>

                                                        2001                  2000
                                                     -----------           -----------
<S>                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                $  (166,198)         $  (34,576)

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

   Depreciation and amortization                         51,076               63,859
  (Increase) decrease in accounts receivable             33,940                    0
  (Increase) decrease in employee receivable            (20,923)                   0
  (Increase) decrease in officer receivable             (34,912)                   0
  (Increase) decrease in deposits                       (24,927)                   0
   Increase (decrease) in payables & accrued expenses    63,489               (1,845)
                                                      ----------            -----------
      Total adjustments to net income                    67,743               62,014
                                                      ----------            -----------

   Net cash flows from operations                       (98,455)              27,438

CASH FLOWS FROM INVESTING ACTIVITIES

   Capital expenditures on equipment                   (228,127)             (11,463)
                                                      -----------           -----------
   Net cash flows from investing                       (228,127)             (11,463)
                                                      -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from note payable                           290,000                   0

   Payments on notes                                     (1,208)             (2,496)

   Proceeds from issuance of stock                       50,000                   0
                                                      -----------           ----------
   Net cash flows from financing                        338,792              (2,496)
                                                      -----------           ----------
CASH RECONCILIATION

   Net increase (decrease) in cash                        12,210              13,479
   Cash at beginning of year                              40,994              77,904
                                                       ----------           ----------
ENDING CASH BALANCE                                    $  53,204            $ 91,383
                                                      ===========           ==========

</TABLE>
                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY

                        NOTES TO THE FINANCIAL STATEMENTS

                       (See Independent Auditor's Report)

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:

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

                                       7
<PAGE>

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.

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

                                       8
<PAGE>

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.



                                       9
<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

                                       10
<PAGE>

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.

3. Accounts Receivable and Customer Deposits:
   ------------------------------------------

Accounts receivable historically have been immaterial as The Company's policy is
to have the services 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

                                       11
<PAGE>

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 of $5,042.08
every 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

                                       12
<PAGE>

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:

<TABLE>
<CAPTION>
For the quarter ended January 31, 2001                    For the year ended October 31, 2000
--------------------------------------                    -----------------------------------
<S>                     <C>                               <C>                 <C>
YEAR                    AMOUNT                            YEAR               AMOUNT
----                    ------                            ----               ------
2002                    35,411                            2001                7,200
2003                    34,871                            2002                4,995
2004                    36,196                            2003                1,659
2005                    39,278                            2004                    0
2006                    43,993                            2005                    0
</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

                                       13
<PAGE>

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 eighteen months beginning March 1, 1999 and ending on
August 31, 2001.

The Company also leases its phone systems, internet lines and various equipment.
The lease terms range from month to month leases to leases with a term of
sixty months. All long - term leases include an upgrade clause of which
management intends to upgrade technology when available. 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 October 31, 2000, 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

------------

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

                                       14
<PAGE>

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.

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. By January 31, 2001,
1,000,000 common shares have been sold.

Stock Incentive Plans

On March 1, 1999, The Company entered into a stock option
agreement with the Director of Operation, Glenn Canady,
as noted in footnote number eleven.  The Company applies

                                       15
<PAGE>

Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25) and related Interpretations in accounting for its employee
stock options.

Pro forma information regarding net income and earnings per share is required by
SFAS 123, and has been determined as if The Company had accounted for its
employee stock options under the fair value method of SFAS 123. As of the
balance sheet date, there is no material effect on earnings and earnings per
share.

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


                                       16
<PAGE>

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.

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.


                                       17
<PAGE>

11. Employment Contract and Incentive Commitments:
    -----------------------------------------------

The Company has entered into a two year employment contract with the former
owner of Top-10 Promotions. The contract provides for: salary not to exceed
$10,000 per month (with not more than a 3% salary increase provided The Company
is profitable by at least twice the amount of the salary increase); 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 the following management incentives: for fiscal year ending
September 30, 1999 (a) 100,000 "restricted" shares if the surviving corporation
has $2 million in gross revenues; (b) 100,000 "restricted" shares if The Company
has $400,000 in after tax earnings. The shares have been issued at a market
value of $810,000.

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


                                       18
<PAGE>

no longer be entitled to commissions and bonuses.

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.

                                       19
<PAGE>

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

The Company paid interest in the amount of $8,422 during the quarter ended
January 31, 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:

Craig (Plaintiff) v. Top-10 Promotions, Inc., Glenn Canady and Kelly Allen
(collectively, the Defendants); Sonoma County Superior (Limited Civil),
California, Case No. 163579 filed on June 21, 2000. Plaintiff, Gary Craig,
operates a web site which dispenses information about a therapeutic technique
and offers instructional material for a fee. Plaintiff purchased our product
known as "Premium Service" in order to secure at least 10 placements for his web
site URL within the top 20 positions somewhere across the Internet's top search
engines. The product performed as expected. However, in working with his web
site, plaintiff caused his site specific search engine to become unusable.
Despite this fact, Plaintiff filed suit claiming that it was not his own
actions, but rather defendants "Premium Service" which caused his site to become
unusable. Plaintiff seeks $16,295 plus punitive damages, interest, attorneys
fees and costs. Although we are disclosing this lawsuit, we do not deem it to be
material.

Oyster Software, Inc. (Plaintiff) v. Roanoke Technology
Corp. (Defendant and Cross-Defendant), Forms Processing,

                                       20
<PAGE>

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." 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.

Peter Barry (Plaintiff) v. Top-10 Promotions, Inc.(Defendant);Ramsey County
District Court, Minnesota in November 2000. Plaintiff, Peter Barry, claims that
this action arises under the federal statute prohibiting unsolicited facsimile
transmissions and seeks damages, injunctive relief and certification as a class
action. We have denied liability in this matter and believe that we have a good
faith defense against this action and against certification of a class action.
This suit was only recently instituted and no discovery has occurred at this
point. This action was commenced after October 31, 2000 but arose from events
occurring prior to October 31, 2000.

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

                                       21
<PAGE>

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.

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.

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. The
Company earns revenue when it provides Internet services that improve an
Internet site's ranking when searched on the leading Internet search engines.
Generally, the payment terms require payment to the Company at, or prior to, the
time that the services are performed. Historically, the Company has not
experienced substantial problems with unpaid accounts or had to refund
significant monies. Our premium Service and renewals of the

                                       22
<PAGE>

same account for 97.5% of our business.

The Company has 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, the Company's 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, the Company
was building a sales team and experienced gross revenue of $54,032. During the
years ended October 31, 1999 and 2000, the Company had gross revenue of
$1,144,122 and $1,999,103, respectively .

THREE MONTHS ENDED JANUARY 31, 2001 TO THREE
MONTHS ENDED JANUARY 31, 2000

Revenues for the first quarter of fiscal years 2001 and 2000 were $392,556 and
$520,679, respectively. Management attributes this decline primarily to a
redesign of its program for generating sales leads. Temporary difficulties with
the redesign, since resolved, reduced the quantity and quality of sales leads
provided to the company's sales force. In addition, several of the company's
sales persons either resigned or were terminated.

Cost of sales was $164,246 or 42% of revenues as compared to
$260,488 or 50% of revenues in the prior year.  The decrease as a

                                       23
<PAGE>

percentage of sales is attributable primarily to increased sales productivity
resulting from the redesign of the company's lead generating program.

Depreciation and amortization expenses decreased to $51,076 or 13% of revenues
from $63,859 or 12% of revenues because of the retirement of certain assets and
decreased value by impairment of certain software programs.

Legal and accounting expenses increased to $53,804 or 14% of revenues from
$14,534 or 3% of revenues mainly due to an increase pending litigation and an
increase in the number of filings made with the Securities and Exchange
Commission.

Marketing expenses decreased to an immaterial amount from the $36,293 spent in
the prior year quarter. There were no equivalent expenses in the current year.
These expenses were related to the global group purchasing program developed by
the company. All marketing and software expenses related to this program have
been expensed as incurred. The company is no longer actively pursuing this
business opportunity. Normal advertising expenses had an immaterial change from
the prior year and remain at less than 1% of revenues.

Office and occupancy expenses increased from $36,012 or 7% of revenues to
$45,403 or 12% of revenues. This was the result of increased expenses for office
supplies, equipment rentals, and personnel additions.

Telephone expenses of $26,580 or 7% of revenues did not materially change in
amount from $26,955 or 5% of revenues. The Company believes recent
renegotiations with phone and internet services will decrease these costs as a
percentage of revenues.

                                       24
<PAGE>

Research and development costs increased to $62,863 or 16% of revenues from
$20,073 or 4% of revenues. The increase is mainly due to increased activity in
development of new internet services. The Company has hired additional
programmers on a full time basis in order to meet their objectives.

The loss from operations increased from $34,576 or 7% of revenues to $166,198 or
42% of revenues. Management believes there has been a temporary decline in
revenues, from $520,679 to $392,556 or 25%, when general and administration
costs along with research and development costs increased from a combined
$296,235 or 57% of revenues to $386,748 or 99% of revenues, a 31% increase from
the prior year's quarter. The decline in sales is thought of as temporary as the
Company has hired and is training new sales staff.

LIQUIDITY AND CAPITAL RESOURCES

Cash outflows from operating activities was ($98,455) for the three months ended
January 31, 2001 as compared with cash inflows of $27,438 in the prior year's
quarter. Expenses during the period included an increase in general and
administrative costs along with an increase in research and development costs
for a total increase of $90,513. Research and development costs were $62,863 as
compared to $20,073 in the prior year's quarter making up the largest increase
in costs in operating activities. Also included in cash outflows from operating
activities were advances to employees and officer for a total of $55,835. Absent
these advances and the increase in research and development costs, cash inflows
from operating activities would have been $170.

                                       25
<PAGE>

Cash Flows from Investing Activities

The company purchased $228,127 of equipment during the quarter, an increase from
the $11,463 spent in the prior year's quarter. The purchase was primarily of
leasehold improvements, computer equipment, furniture and fixtures for
expansions in the Company's newly leased office space.

Cash Flow Provided from Financing Activities

Cash inflows from financing activities was $338,792 as compared to cash outflows
in the prior year's quarter of ($2,496). The cash inflow was primarily due to
the issuance of stock for cash in the amount of $50,000 and loan proceeds of
$290,000.

Outlook

The company has leased a facility with 14,500 square feet of floor space as
compared to 3,000 square feet at its old facility. The new facility has been
reconfigured to meet our requirements. We believe that this facility will
provide room to eventually increase our present work force from thirty to
approximately one hundred. Monthly rental will be approximately $6,000 as
compared to $2,550 at our old facility.

During the first part of this fiscal year, we have spent about $225,000 for
moving expenses, wiring, flexible work partitions, additional furniture and
computer equipment at the new site. We have funded this expenditure from current
working capital, funds generated from operations, the issuance of stock for
$50,00 cash, and obtained an SBA-guaranteed bank loan in the amount of
$290,000.

The company's general method of operation calls for cash payments in

                                       26
<PAGE>

advance of performing web site visibility enhancement services. As a result, we
have only minimal inventories and receivables. This facilitates financing
growth. We expect growth to result primarily from additions to our sales force.
Since it usually takes three to six months for new additions to the sales force
to generate sufficient sales volume to cover the cost of their base wage,
insurance, related expenses, the rate of sales force expansion can significantly
impact our cash requirements. We are currently increasing our sales force from
ten to approximately seventeen by March 31, 2001 and twenty-four by September
30, 2001. We believe internally generated cash flow, supplemented by the
SBA-guaranteed bank loan, will be adequate to finance growth at this rate. If no
other sources of financing are available, the rate of growth in the sales force
will be scaled down commensurate with our cash flow generation ability.

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.

(1) Craig (Plaintiff) v. Top-10 Promotions, Inc., Glenn Canady and Kelly Allen
(collectively, the Defendants); Sonoma County Superior (Limited Civil),
California, Case No. 163579 filed on June 21, 2000. Plaintiff, Gary Craig,
operates a web site which dispenses information about a therapeutic technique
and offers instructional material for a fee. Plaintiff purchased our product
known as "Premium Service" in order to secure at least 10 placements for his web
site URL within the top 20 positions somewhere across the Internet's top search
engines. The product performed as expected. However, in working with his web
site, plaintiff caused his site specific search engine to become unusable.
Despite this fact, Plaintiff filed suit claiming that it was not his own
actions, but rather defendants "Premium Service" which caused his site to become
unusable. Plaintiff seeks $16,295 plus punitive damages, interest, attorneys
fees and costs. Although we are disclosing this lawsuit, we do not deem it to be
material.

(2) 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.

(3) Peter Barry (Plaintiff) v. Top-10 Promotions, Inc. (Defendant);Ramsey County
District Court, Minnesota in November 2000. Plaintiff, Peter Barry, claims that
this action arises under the federal statute prohibiting unsolicited facsimile
transmissions and seeks damages, injunctive relief and certification as a class
action. We have denied liability in this matter and believe that we have a good
faith defense against this action and against certification of a class action.
This suit was only recently instituted and no discovery has occurred at this
point. This action was commenced after October 31, 2000 but arose from events
occurring prior to October 31, 2000.

Item 2. Changes in Securities.  None

Item 3. Defaults Upon Senior Securities. Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders.

On December 21, 2000, a majority of our shareholders executed a resolution
authorizing us to grant to each of the following employees: David L. Smith, Jr.,
Ryan Brown, Glenn Canady, Edwin E. Foster, Jr., stock options. Such options
cease upon the death of the employee or upon our termination of the employee.
Any increments of the options which have already vested in the employee shall
not be affected by such termination. In addition, pursuant to the fully executed
stock option agreements each of the above named employees shall be entitled to
the option of 200,000 shares of common stock when our gross revenues for any
consecutive twelve month period reaches $5,000,000. Each of the above named
employees shall be entitled to the option of 500,000 shares of our common stock
when our gross revenues for any consecutive twelve month period reaches
$10,000,000. Each of the above named employees shall be entitled to the option
of 1,000,000 shares of our common stock when our gross revenues for any
consecutive twelve month period reaches $25,000,000. The exercise price of each
share shall be $.0001 per share.

No shareholders meeting was held and no information was distributed in
connection with such meeting.

Item 5. Other Information. None

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

                                       27
<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 22, 2001                /s/ David L. Smith
                              -------------------------
                              David L. Smith, Jr.
                              President

                                       28
<PAGE>