# SECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

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# AMENDMENT NO. 2 TO FORM
10-Q

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

For the
quarterly period ended July 31, 2002

OR

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

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Commission
file number 0-26715

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

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

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

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

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days. Yes |X|     No  |_|

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of September 19,2002, we had
46,582,874 shares of common stock outstanding, $0.0001 par value.

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# ROANOKE TECHNOLOGY
CORP.

## 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 nine months ended July 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.

# 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

|                                                                           | Page #
|-------------------------------------------------------------------------- | ------
|Balance Sheets
As of July 31, 2002 and October 31, 2001                    | 1 - 2 
|                                                                           |       
|Statements of Operations
For the Nine Months Ended
July 31, 2002 and 2001  | 3     
|                                                                           |       
|Statements of Operations
For the Three Months Ended
July 31, 2002 and 2001 | 4     
|                                                                           |       
|Statement of Stockholders'Equity
As of July 31, 2002                       | 5 - 6 
|                                                                           |       
|Statements of Cash Flow
For the Nine Months Ended
July 31, 2002 and 2001   | 7     
|                                                                           |       
|Notes to the Financial Statements                                          | 8 - 13

---

`ROANOKE TECHNOLOGY CORPORATION
                                     AND SUBSIDIARY
                                     BALANCE SHEETS
                        As of July 31, 2002 and October 31, 2001

                                         ASSETS

                                              2002                       2001
                                          ------------               ------------
CURRENT ASSETS
  Cash                                    $    16,436                $        35
  Accounts receivable                         152,705                     64,598
  Less: allowance for doubtful accounts        (7,000)                   (30,000)
  Prepaid Insurance                            17,718                          0
  Employee advances                            13,159                      5,494
                                          ------------               ------------
     Total Current Assets                     193,018                     40,127

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements       533,533                    517,220
   Less: accumulated depreciation            (179,836)                  (133,647)
                                          ------------               ------------

      Total Property and Equipment            353,697                    383,573

OTHER ASSETS

   Organization costs                           1,000                      1,000
   Loan origination costs                      13,927                     13,927
   Goodwill                                    19,614                     19,614
   Software                                   313,000                    313,000
   Less: Accumulated amortization            (347,541)                  (294,419)
                                          ------------               ------------
   Net intangibles                                  0                     53,122
   Deposits                                    19,850                     19,850
   Officers' receivable                        36,434                     76,368
                                          ------------               ------------
      Total Other Assets                       56,284                    149,340

           TOTAL ASSETS                   $   602,999                $   573,040
                                          ============               ============







LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses  $   254,821                $   294,427
   Payroll tax and penalty payable            607,636                    332,293
   Credit card payable                          9,784                     17,588
   Current maturity of long-term debt          35,557                     35,411
                                          ------------               ------------
      Total current liabilities               907,798                    679,719

LONG TERM LIABILITIES

   Long term debt                             309,360                    284,024
   Debenture bond                             311,750                          0
   Less: current portion                      (35,557)                   (35,411)
                                          ------------               ------------
     Total long term liabilities              585,553                    248,613
                                          ------------               ------------
       TOTAL LIABILITIES                    1,493,351                    928,332

STOCKHOLDERS' EQUITY
--------------------

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    150,000,000 shares authorized;
    43,233,429 and 38,337,597 issued
    and outstanding, respectively               4,324                      3,834
   Additional paid-in capital               6,107,825                  5,782,645
   Allowance for long-term
     Stock compensation                             0                   (205,199)
   Retained earnings                       (7,002,501)                (5,936,572)
                                          ------------               ------------
       TOTAL STOCKHOLDERS' EQUITY            (890,352)                  (355,292)
                                          ------------               ------------

       TOTAL LIABILITIES AND EQUITY       $   602,999                $   573,040
                                          ============               ============




                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF OPERATIONS
            For the Nine Months Ended July 31, 2002 and 2001

                                              2002                       2001
                                          ------------               ------------
REVENUE
  Sales                                   $ 1,270,989                $ 1,357,673
  Cost of sales                              (758,001)                  (549,088)
                                          ------------               ------------
GROSS PROFIT                                  512,988                    808,585

GENERAL & ADMINISTRATIVE EXPENSES          (1,401,852)                (1,933,673)
RESEARCH & DEVELOPMENT                       (154,173)                  (187,027)
                                          ------------               ------------
INCOME (LOSS) FROM OPERATION               (1,043,037)                (1,312,115)

OTHER INCOME AND (EXPENSE)

   Interest - net                             (22,892)                   (22,980)
                                          ------------               ------------
   Total Other                                (22,982)                   (22,980)
                                          ------------               ------------

NET INCOME (LOSS)                         $(1,065,929)               $(1,335,095)
                                          ============               ============

NET EARNINGS PER SHARE
   Basic and Diluted
      Net loss per share                         (.03)                      (.24)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding        36,312,597                  5,476,359*

         *as revised for a 7 for 1 reverse stock split



                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF OPERATIONS
            For the Three Months Ended July 31, 2002 and 2001

                                              2002                       2001
                                          ------------               ------------
REVENUE
  Sales                                   $   415,987                $   376,805
  Cost of sales                              (217,282)                  (185,082)
                                          ------------               ------------
GROSS PROFIT                                  198,705                    191,723

GENERAL & ADMINISTRATIVE EXPENSES            (439,650)                  (397,620)
RESEARCH & DEVELOPMENT                        (87,500)                   (61,300)
                                          ------------               ------------
INCOME (LOSS) FROM OPERATION                 (328,445)                  (267,197)

OTHER INCOME AND (EXPENSE)

   Interest - net                             (12,591)                    (2,916)
                                          ------------               ------------
   Total Other                                (12,591)                    (2,916)
                                          ------------               ------------

NET INCOME (LOSS)                         $  (341,036)               $  (270,113)
                                          ============               ============







                           ROANOKE TECHNOLOGY CORPORATION
                         STATEMENT OF STOCKHOLDERS' EQUITY
                               As of July 31, 2002


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

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

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

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

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

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

Stock issued for cash           5,000,000       500       49,500                               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    38,337,597    $3,834   $5,782,645  $ (205,199) $ (5,936,572)$ (355,292)

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

Stock issued for services       1,700,000       170      151,750                              151,920

Stock issued in debenture
   bond conversion              1,095,832       110       16,640                               16,750

Stock issued for
   Litigation settlement        2,100,000       210      156,790                              157,000

Allowance for prepaid
   stock compensation                                               205,199                   205,199

Net Loss                                                                       (1,065,929) (1,065,929)
                           ---------------------------------------------------------------------------

Balance at July 31, 2002       43,233,429   $ 4,324    $6,107,825  $     (0)  $(7,002,501) $ (890,352)
                           ===========================================================================



                           ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                             STATEMENT OF CASH FLOWS
              For the Nine Months ending July 31, 2002 and 2001


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

   Net income (loss)                                 $(1,065,929)           $(1,335,095)

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

   Depreciation and amortization                          99,311                137,674
   Compensation in the form of stock                     514,119                917,685
  (Increase) decrease in accounts receivable            (111,107)                31,271
  (Increase) decrease in employee advance                 (7,665)                (4,266)
  (Increase) decrease in officers' receivable             39,934                (61,558)
  (Increase) decrease in prepaid expense                 (17,718)                     0
  (Increase) decrease  in deposits                             0                (24,827)
   Increase (decrease) in payables & accrued expenses    227,933                219,585
   Increase (decrease) in accrued interest                25,336                      0
                                                     ------------           ------------
      Total adjustments to net income                    770,143              1,215,564
                                                     ------------           ------------

   Net cash flows from operations                       (295,786)               (119,531)

CASH FLOWS FROM INVESTING ACTIVITIES


   Capital expenditures on equipment                     (16,313)              (240,471)
                                                     ------------           ------------
   Net cash flows from investing                         (16,313)              (240,471)
                                                     ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from note payable                                  0                290,000
   Proceeds from debenture bond                          328,500                      0
   Proceeds from issuance of common stock                      0                 60,000
   Payments on notes                                           0                (20,070)
                                                     ------------           ------------
   Net cash flows from financing                         328,500                329,930
                                                     ------------           ------------
CASH RECONCILIATION

   Net increase (decrease) in cash                        16,401                (30,072)
   Cash at beginning of year                                  35                 40,994
                                                     ------------           ------------
CASH BALANCE AT APRIL 30, 2002 AND 2001                 $ 16,436               $ 10,922
                                                     ============           ============`

# 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 onhand 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 to 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.

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.

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.

# 3.      Accounts
Receivable and Customer Deposits:

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

# 4.     Use of Estimates:

The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that effect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

# 5.      Revenue
and Cost Recognition:

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

# 6.     Accounts
payable and accrued expenses:

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

# 7.     Long-term debt:

Long - term debt consists of:

On May 31, 2002, The
Company entered into a stock purchase agreement which was comprised of
convertible debenture bonds with attached warrants. The bonds provide interest
in the amount of 12% per year. The offering involved 80,000 common shares with
attached warrants for the purchase of 3,600,00 shares. The total offering is in
the amount of $600,000 of which $328,500 has been issued. During the period
$16,750 of the bond balance was converted to 1,095,832 common shares.

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.

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

|For the quarter ended July 31, 2002 | For the year ended October 31, 2001
|----------------------------------- | -----------------------------------
|                                    |                                    
|YEAR                                | AMOUNT                             
|2003                                | 35,557                             
|2004                                | 36,652                             
|2005                                | 40,407                             
|2006                                | 45,258                             
|2007                                | 50,692                             

# 8.      Operating Lease
Agreements:

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

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

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

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

# 9.      Stockholders' Equity:

Preferred Stock

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

On January 7, 2002 the
Company entered into a settlement agreement regarding litigation. The Company
agreed to issue 100,000 shares of common stock for a value of $17,000.

On February 15, 2002 the
Company entered into a consulting agreement for services regarding tax
representation with Byron Rambo. The Company issued 700,000 shares of common
stock for a value of $31,920. The shares were registered on Form S-8 with the
U.S. Securities and Exchange commission.

On February 22, 2002 the
Company entered into a settlement agreement regarding litigation. The Company
agreed to issue 2,000,000 shares of common stock for a value of $140,000 and a
payment in cash of $20,000. The shares will be issued in amounts of 500,000 each
six months until expired. The Company also issued stock options for the purchase
of 2,000,000 shares of common stock in the amount of $.04 per share with an
expiration date of 20 years from the date of the agreement.

On April 4, 2002 the
Company entered into a consulting agreement with Nicole Leigh Van Coller for
financial consulting services. As compensation, the Company issued 1,000,000
shares of common stock for a value of $120,000. The shares were registered on
Form S-8 with the U.S. Securities and Exchange commission.

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

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

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

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

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

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

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

# 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.

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.

# 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, 2001, The Company had a deferred tax asset in the amount of
approximately $1,400,500 that is derived from a net operating tax loss
carryforward. A portion of this carryforward is associated with stock
compensation to officers and is deductible for tax purposes when the stock is
sold by the officers. The deferred tax assets will expire during the years
ending October 31, 2013 through 2021 if not used to offset taxable income.

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

The Company paid interest
in the amount of $10,301 during the quarters ended July 31, 2002. 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.

# 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 daymanagement
and marketing of RFQ.

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

## Overview

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

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

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

## THE THREE
MONTHS ENDED JULY 31, 2002 COMPARED TO THE THREE MONTHS ENDED JULY 31, 2001

Revenues for the quarter of
fiscal years 2002 and 2001 were $415,987 and $376,805, respectively. This
represents a 10.4% increase. Management expects to see sales continue to improve
throughout the remainder of the fiscal year.

Cost of sales was $217,282
or 47.8% of revenues as compared to $185,082or 50.9% of revenues in the prior
year. The decrease as a percentage of sales is attributable primarily to
increased productivity within the sales force.

General and administrative
costs increased from $397,620 or 105%% of revenues in the prior year quarter to
$439,650 or 106% of revenues. The current year quarter costs were higher
mainly due to compensation in the form of a stock settlement for an outstanding
lawsuit.

## LIQUIDITY AND
CAPITAL RESOURCES

Cash flows from operating activities
were ($295,786) for the nine months ended July 31, 2002 as compared with cash flows
of ($119,531) in the prior year. Cash Flows from Investing Activities were
($16,313) as compared with ($240.471) in the prior year. The purchase in the
prior year was primarily of leasehold improvements, computer equipment,
furniture and fixtures for expansions in our newly leased office space.
Financing activities were $328,500 as compared to $329,930 in the prior year.

## Outlook

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

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

We recently released our
newest RTC Hosting software product, RTC Storebuilder, which is a turnkey
e-commerce software system that allows one to conduct commerce on the Internet.
We expect to see sales for this product to increase in the coming months.

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

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

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

## PART II - OTHER INFORMATION

## Item 1 -  Legal
Proceedings

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

Plaintiff settled their claim
against FPI for $80,000.00.  FPI sought to indemnify us for the full settlement price.
Our legal counsel withdrew and we were ordered by the court to obtain new counsel
before December 14, 2001, which we failed to do.  Forms Processing's request for
entry of default was granted on January 22, 2002, after which FPI sought a default judgment.
Default Judgment was entered against us for $80,000.00. However, Forms Processing
failed to establish a cause of action against us because they did not allege that
Top-Ten was a mere alter-ego of us, nor did they have any basis for tort liability.
Therefore, default judgment was denied as to us and all claims by Forms Processing
against us were dismissed with prejudice.

We settled in full with the Plaintiff
by agreeing to pay $20,000 and agreeing to issue 2,000,000 shares of our common stock
to Barry Bhangoo, the principal of Oyster Software.

## Item 2 - 
Changes in Securities

None.

## Item 3 - 
Defaults Upon Senior Securities

None.

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

None.

## Item 5 -  Other
Information

None.

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

a. Exhibits

99.1   Certification
of David L. Smith, Jr., CEO

99.2   Certification
of Jack M. Webb, CFO

b. Reports on Form 8-K

None.

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

# SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

ROANOKE
TECHNOLOGY CORP.

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

Dated:    October 14,
2002

|By: | /s/  Jack M. Webb, Jr.
JACK WEBB, JR.President, Chief Operating OfficerChief Financial Officer, Secretary
and Director
|--- | ----------------------------------------------------------------------------------------------------------------------

Dated:    October 14, 2002

|By: | RYAN A. BROWNChief Technology Officer and Director
|--- | --------------------------------------------------

Dated:    October 14, 2002

---

# CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, David L. Smith, Jr. certify that:

|1. | I have reviewed Amendment No. 2 to this quarterly report on Form 10-Q of Roanoke Technology Corp.
|-- | -------------------------------------------------------------------------------------------------

|2. | Based on my knowledge, Amendment No. 2 to this quarterly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in Amendment No. 2 to this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date with 90 days prior to the filing date of Amendment No. 2 to this quarterly
report (the Evaluation Date); and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in Amendment No. 2 to this quarterly report our conclusions about effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors and material weakness in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The registrants other certifying officers and I have indicated in Amendment No. 2 to this
quarterly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:      October 14,   2002

|/s/    David L. Smith, Jr.
David L. Smith
Chief Executive Officer
|-----------------------------------------------------------------

---

# CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Jack M. Webb certify that:

|1. | I have reviewed Amendment No. 2 to this quarterly report on Form 10-Q of Roanoke Technology Corp.
|-- | -------------------------------------------------------------------------------------------------

|2. | Based on my knowledge, Amendment No. 2 to this quarterly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in Amendment No. 2 to this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which Amendment No. 2 to this quarterly report is being prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date with 90 days prior to the filing date of Amendment No. 2 to this quarterly
report (the Evaluation Date); and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this quarterly report our conclusions about effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors and material weakness in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     October 14,  2002

|/s/    Jack M. Webb
Jack M. Webb
Chief Financial Officer
|--------------------------------------------------------