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 April 30, 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 June 19, 2001, the
Company had 9,798,112 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>
Item 1. Financial Statements                                   I-2

Financial Statements

     Balance Sheets                                            F-1 - 2
     As of April 30, 2001 and
     October 31, 1999

     Statements of Operations                                  F-3
     For the Six Months Ended
     April 30, 2001 and 2000


     Statements of Operations                                  F-4
     For the Three Months Ended
     April 30, 2001 and 2000

     Statement of Stockholders' Equity                         F-5
     As of April 30, 2001

     Statements of Cash Flows                                  F-6
     For the Six Months Ended
     April 30, 2001 and 2000

     Notes to the Financial Statements                         F-7-20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                      II-1

Item 2. Changes in Securities                                  II-2

Item 3. Defaults Upon Senior Securities                        II-2

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

Item 5. Other Information                                      II-2

Signatures                                                     II-3

</TABLE>

                                       (i)

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accompanying statements should be read in
conjunction with the audited financial statements for the year ended October 31,
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 six
months ended April 30, 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.

                                        I-2

<PAGE>

FINANCIAL STATEMENTS

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

                 ROANOKE TECHNOLOGY CORPORATION

             Financial Statements Table of Contents

FINANCIAL STATEMENTS                             Page #
<TABLE>
<S>                                              <C>
     Balance Sheets                              F-1 - 2
     As of April 30, 2001 and
     October 31, 1999

     Statements of Operations                    F-3
     For the Six Months Ended
     April 30, 2001 and 2000

     Statements of Operations                    F-4
     For the Three Months Ended
     April 30, 2001 and 2000

     Statement of Stockholders' Equity           F-5
     As of April 30, 2001

     Statements of Cash Flows                    F-6
     For the Six Months Ended
     April 30, 2001 and 2000

     Notes to the Financial Statements           F-7-20
</TABLE>

<PAGE>
                     ROANOKE TECHNOLOGY CORPORATION
                            AND SUBSIDIARY
                            BALANCE SHEETS
               As of April 30, 2001 and October 31, 2000
                                  ASSETS
<TABLE>
<CAPTION>
                                              2001                      2000
                                          -----------              -----------
CURRENT ASSETS
<S>                                       <C>                      <C>
  Cash                                    $    18,135              $   40,994
  Accounts receivable                          27,357                  57,860
  Less: allowance for doubtful accounts        (2,900)                 (2,900)
  Employee and officer advances                 3,124                       0
                                           -----------             -----------
     Total Current Assets                      45,716                  95,954

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements       503,975                 274,749
   Less: accumulated depreciation            (104,065)                (65,956)
                                           -----------              -----------
      Total Property and Equipment            399,910                 208,793

OTHER ASSETS

   Organization costs                           1,000                   1,000
   Loan origination costs                      13,827                       0
   Goodwill                                    19,614                  19,614
   Software                                   313,000                 313,000
   Less: Accumulated amortization            (237,902)               (181,386)
                                           -----------               ----------
   Net intangibles                            109,539                 152,228
   Deposits                                    19,850                   8,950
   Officer receivable                          46,349                       0
                                           ------------              ----------
      Total Other Assets                      175,838                 161,178

           TOTAL ASSETS                     $ 621,464               $ 465,925
                                           ============              ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses  $  277,928                $ 235,630
   Current maturity of long-term debt         35,411                    7,200
                                          -----------                ----------
      Total current liabilities              313,339                  242,830

LONG TERM LIABILITIES

   Long term debt                            291,265                   13,853
   Less: current portion                      35,411                    7,200
                                          -----------                ----------
     Total long term liabilities             255,854                    6,654
                                          -----------                ----------


       TOTAL LIABILITIES                     569,193                  249,484
                                          -----------                ----------

                                        F-1
<PAGE>

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

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    50,000,000 shares authorized;
    7,318,597 and 12,830,183 issued
    and outstanding, respectively               732                     1,283
   Additional paid-in capital             5,173,713                 4,272,351
   Retained earnings                     (5,122,174)               (4,057,193)
                                         -----------              ------------
       TOTAL STOCKHOLDERS' EQUITY            52,271                   216,441
                                         -----------              ------------

       TOTAL LIABILITIES AND EQUITY      $  621,464              $    465,925
                                        =============             =============
</TABLE>

                                        F-2
<PAGE>

                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF OPERATIONS
              For the Six Months Ended April 30, 2001 and 2000
<TABLE>
<CAPTION>
                                         2001                    2000
                                         ----------              -----------
REVENUE
<S>                                     <C>                      <C>
  Sales                                 $   980,867              $ 1,135,884
  Cost of sales                             364,006                  516,435
                                         ----------              -----------
GROSS PROFIT                                616,861                  619,449

GENERAL & ADMINISTRATIVE EXPENSES         1,536,053                  625,330
RESEARCH & DEVELOPMENT                      125,727                   28,448
                                         ----------              -----------
INCOME (LOSS) FROM OPERATION             (1,044,919)                 (34,329)

OTHER INCOME AND (EXPENSE)

   Interest - net                           (20,062)                   1,092
   Gain on sale of stock                          0                  108,000
                                         ----------              -----------
   Total Other                              (20,062)                 109,092
                                         ----------              -----------
NET INCOME (LOSS)                       $(1,064,981)             $    74,763
                                         ==========              ============

NET EARNINGS PER SHARE

   Basic and Diluted

      Net loss per share                     (.27)                    (.05)

Basic and Diluted Weighted Average

Number of Common Shares Outstanding          4,623,359              1,618,598
(as adjusted for reverse stock split)
</TABLE>

                                       F-3
<PAGE>

                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF OPERATIONS
              For the Three Months Ended April 30, 2001 and 2000
<TABLE>
<CAPTION>
                                         2001                    2000
                                         ----------              -----------
REVENUE
<S>                                     <C>                      <C>
  Sales                                 $   588,312              $   606,282
  Cost of sales                             199,760                  278,020
                                         ----------              -----------
GROSS PROFIT                                388,552                  328,262

GENERAL & ADMINISTRATIVE EXPENSES         1,212,168                  314,939
RESEARCH & DEVELOPMENT                       62,863                    8,374
                                         ----------              -----------
INCOME (LOSS) FROM OPERATION               (886,479)                   4,949

OTHER INCOME AND (EXPENSE)

   Interest - net                           (12,303)                    (375)
   Gain on sale of stock                          0                  108,000
                                         ----------              -----------
   Total Other                              (12,303)                 107,625
                                         ----------              -----------
NET INCOME (LOSS)                       $  (898,782)             $   112,574
                                         ==========              ============

</TABLE>

                                        F-4
<PAGE>

                           ROANOKE TECHNOLOGY CORPORATION
                         STATEMENT OF STOCKHOLDERS' EQUITY
                               As of April 30, 2001
<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

Reverse stock split 7 for 1   (11,854,443)    (1,185)      1,185                        0

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

Stock issued for services         142,857         14      38,557                   38,571

Net loss                                                           (1,064,981) (1,064,981)
                           ---------------------------------------------------------------
Balance at April 30, 2001     7,318,597      $   732  $5,173,713  $(5,122,174)   $ 52,271

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

</TABLE>

                                     F-5
<PAGE>

                       ROANOKE TECHNOLOGY CORPORATION

                               AND SUBSIDIARY
                          STATEMENTS OF CASH FLOWS
              For the Six Months ending April 30, 2001 and 2000
<TABLE>
<CAPTION>
                                                        2001                  2000
                                                     -----------           -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>                  <C>
   Net income (loss)                                $(1,064,981)         $  (74,763)

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

   Depreciation and amortization                         94,625               74,653
   Compensation in the form of stock                    850,811                    0
  (Increase) decrease in accounts receivable             33,503              (50,530)
  (Increase) decrease in employee receivable             (3,124)                (400)
  (Increase) decrease in officer receivable             (46,349)                   0
  (Increase) decrease in deposits                       (24,727)                   0
   Increase (decrease) in payables & accrued expenses    42,298               29,413
   Increase (decrease) in deferred revenue                    0              (44,025)
                                                      ----------            -----------
      Total adjustments to net income                   947,037                9,111
                                                      ----------            -----------
   Net cash flows from operations                      (117,944)               83,874

CASH FLOWS FROM INVESTING ACTIVITIES

   Capital expenditures on equipment                   (229,226)             (64,382)
                                                      -----------           -----------
   Net cash flows from investing                       (229,226)             (64,382)
                                                      -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from note payable                           290,000                   0
   Payments on notes                                    (15,689)             (5,373)
   Proceeds from issuance of stock                       50,000                   0
                                                      -----------           ----------
   Net cash flows from financing                        324,311              (5,373)
                                                      -----------           ----------
CASH RECONCILIATION

   Net increase (decrease) in cash                       (22,859)             14,119
   Cash at beginning of year                              40,994              77,904
                                                       ----------           ----------
ENDING CASH BALANCE                                     $ 18,135            $ 92,023
                                                      ===========           ==========

</TABLE>

                                     F-6

<PAGE>

                         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.

                                     F-7

<PAGE>

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

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.

                                     F-8

<PAGE>

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.

                                     F-9

<PAGE>

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.

                                     F-10

<PAGE>

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 software that it sells paid for in advance. As of the balance sheet
date there were no deposits paid in advance.

4. Use of Estimates:
   -----------------

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

5. Revenue and Cost Recognition:
   -----------------------------

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

                                     F-11

<PAGE>

6. Accounts payable and accrued expenses:
   --------------------------------------

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

7. Long-term debt:
   ---------------

Long - term debt consists of:

On November 7, 2000, The Company entered into a loan agreement with First
International Bank, Hartford, CT. The U.S. Small Business Administration is the
guarantor on this loan in the amount of $290,000. The initial interest rate, a
variable rate, is 11.50% per year. This initial rate is the prime rate on the
date The U.S. Small Business Administration received the loan application, plus
two percent. The Company must pay principal and interest payments each month,
beginning two months from the date of the note. Payments will be made on the
first calendar day in the months that they are due. The note has a term of seven
years with a late fee of up to four percent of the unpaid portion of the
regularly scheduled payment. The President of The Company maintains a life
insurance policy as required by the loan agreement. The following is a schedule
of the intended use of funds received:
<TABLE>
<S>                                  <C>
Leasehold improvements               $120,000
Fixtures                              109,000
Equipment                              47,000
Working capital                        14,000
                                    ---------
Total                               $ 290,000
</TABLE>

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

                                     F-12

<PAGE>

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 April 30, 2000                   For the year ended October 31, 2000
------------------------------------                   -----------------------------------
YEAR                    AMOUNT                            YEAR               AMOUNT
----                    ------                            ----               ------
<S>                     <C>                               <C>                 <C>
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 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

                                     F-13

<PAGE>

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 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.

                                     F-14

<PAGE>

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.

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 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

                                     F-15

<PAGE>

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

                                     F-16

<PAGE>

acquisition

at a 75% discount value to market. Repayment shall be for a two- year period at
a 5% annual interest rate. The Company also entered into an employment contract
with the former owner of Top-10 Promotions.

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

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

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

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

The Company has entered into an employment agreement with The Company's Director
of Operations on March 1, 1999. The agreement calls for a contract period of
four years upon which The Director will be paid an annual salary of $60,000 with
standard company commissions and bonuses. The salary will adjust to $80,000 at
June 4th 1999. In addition the director's salary shall increase to $100,000 at
the time The Company's gross revenues exceed $1,000,000 during any twelve month
period and $120,000 once The Company's gross revenues exceed $2,000,000 during
any twelve month period. Upon the director's salary increasing to $80,000 or
above, the director shall

                                     F-17

<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.

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

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

                                     F-18

<PAGE>

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, 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.

                                     F-19

<PAGE>

Peter Barry (Plaintiff) v. Top-10 Promotions, Inc.(Defendant);Ramsey County
District Court, Minnesota 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 RTCH are not material to investors. RTCH was formed to
hold the copyrights of an on line procurement system being developed by The
Company. The Company has expensed all research and development costs. The only
costs incurred by RTCH has been its incorporation and start-up costs which have
been expensed in the amount of $3,050. RTCH currently has no material values of
assets, liabilities or equity.

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

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

General and administrative costs have also been reclassified as a one line item
in the Statement of Operations.

                                     F-20

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS
--------------------------------------------------------------------

Overview

Gross revenues refer to fees earned in the design, development, production, and
marketing of technology to provide enhanced Internet marketing capabilities. 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 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 .

SIX  MONTHS ENDED APRIL 30, 2001 TO SIX MONTHS ENDED APRIL
30, 2000

Revenues for the first and second quarters of fiscal years 2001 and 2000 were
$980,867 and $1,135,884, 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.

                                       I-3

<PAGE>

Cost of sales was $364,006 or 37% of revenues as compared to $516,435 or 45% of
revenues in the prior year. The decrease as a percentage of sales is
attributable primarily to increased sales productivity resulting from the
redesign of the company's lead generating program and revenues generated from
the Company Web Hosting service.

Depreciation and amortization expenses increased to $94,625 or 10% of revenues
from $74,653 or 7% of revenues because of the purchase of additional computer
equipment, furniture and leasehold improvements.

Legal and accounting expenses increased to $109,536 or 11% of revenues from
$47,327 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 $80,281 spent in
the prior year quarters. 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 $50,474 or 4% of revenues to
$111,300 or 11% of revenues. This was the result of increased expenses for
office supplies, equipment rentals, increased office space and personnel
additions.

Telephone expenses of $57,651 or 6% of revenues did not materially change in
amount from $41,869 or 4% of revenues. The Company believes recent
renegotiations with phone and internet services will decrease these costs as a
percentage of revenues.

Research and development costs increased to $125,726 or 13% of revenues from
$28,448 or 3% 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.

                                       I-4

<PAGE>

The loss from operations decreased from a profit of $112,575 or 7% of revenues
to a loss of $1,064,981 or 109% of revenues. Management believes there has been
a temporary decline in revenues, from $1,135,884 to $980,867 or 14%, when
general and administration costs along with research and development costs
increased from a combined $653,778 or 58% of revenues to $1,099,076 or 112% of
revenues, a 68% increase from the prior year's quarters. The decline in sales is
thought of as temporary as the Company has hired and is training new sales
staff. Additional general and administrative costs were incurred in the current
quarters in the form of stock compensation in the amount of $850,811 which
represents a non-cash charge to expense.

LIQUIDITY AND CAPITAL RESOURCES

Cash outflows from operating activities was ($117,197) for the six months ended
April 30, 2001 as compared with cash inflows of $83,874 in the prior year's
quarters. Expenses during the period included an increase in general and
administrative costs, including stock compensation of $850,141, along with an
increase in research and development costs. Research and development costs were
$125,726 as compared to $28,448 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 officers for a
total of $49,473. Absent these advances and the increase in research and
development costs, cash inflows from operating activities would have been
$29,554.

Cash Flows from Investing Activities

The company purchased $229,226 of equipment during the quarters, an increase
from the $164,844 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 $324,311 as compared to cash outflows
in the prior year's quarter of ($5,373). 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.

                                       I-5
<PAGE>

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 $6,000.00 as
compared to $2,550.00 at our old facility.

During the first part of this fiscal year, we have spent about $230,000.00 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
$50,000 cash, and obtained an SBA-guaranteed bank loan in the amount of
$290,000.00.

The company's general method of operation calls for cash payments in 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 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 is
available, the rate of growth in the sales force will be scaled down
commensurate with our cash flow generation ability.

                                       I-6
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk
------------------------------------------------------------------

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

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

                                       I-7
<PAGE>

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

                                   II-1

<PAGE>

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.
There has been limited discovery to date.

(4) Sancor Industries Ltd. (plaintiff) v. Sun-Mar Corporation (defendant and
third party claimant) and Top-10 Promotions Inc. and Roanoke Technology
Corporation (third party defendants); Ontario Superior Court of Justice Court
File No. 99-CV-172600CMA. The plaintiff, Sancor Industries, claims damages for
breach of an undertaking given by Sun-Mar not to use, display or incorporate
trademarks of the plaintiff, Sancor, based on the alleged placement of the
plaintiff's trademarks and proprietary material into HTML web pages utilized by
the defendant Sun-Mar Corporation. Sun-Mar Corporation has claimed contribution
and indemnity from the third party defendants for any amounts for which it is
found liable to Sancor. Sun-Mar Corporation claims that it had no knowledge of
the usage of any such materials in the web pages and that the web pages were
created for it by us as part of the purchase of the product known as "Premium
Service". We deny placing the allegedly infringing material into Sun-Mar
Corporation's web pages. The plaintiff seeks declaratory relief, an injunction,
an accounting and general damages in an unspecified amount as well as exemplary
and punitive damages in the amount of $100,000 as well as attorney's fees and
costs.  We were joined in this lawsuit in the first quarter of 2001 and are
presently analyzing our position.

Item 2. Changes in Securities and Use of Proceeds.

On April 20, 2001, the Company issued a total of 5,200,000 shares to David L.
Smith, Jr., an officer and director of the Company pursuant to his amended
employment agreement with the Company. Such shares were issued in reliance on
the exemption under Section 4(2) of the Securities Act of 1933, as amended (the
"Act") and are restricted in accordance with Rule 144 of the Securities Act of
1933.

Item 3. Defaults Upon Senior Securities. Not Applicable

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

On March 15, 2001, a majority of our shareholders executed a resolution
authorizing a 7-1 reverse split of the Company's issued and outstanding Common
Stock, $.0001 par value. An additional share was issued to all holders of a
fractional share .50 or greater and no additional shares were issued to a holder
of a fractional share less than .50.

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

                                     II-2

<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:
June 19, 2001                /s/ David L. Smith
                              -------------------------
                              David L. Smith, Jr.
                              President

                                    II-3