SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended April 30, 2003

                                       OR

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


                         Commission file number 0-26715

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

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

             539 Becker Drive, Roanoke Rapids, North Carolina  27870
              (Address of principal executive offices)      (Zip Code)

                                 (252) 537-9222
              (Registrant's telephone number, including area code)

                                 Not applicable

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of  June 19,  2003,  we had
149,994,835 shares of common stock outstanding, $0.0001 par value.



<PAGE>


ROANOKE TECHNOLOGY CORP.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:
         ---------------------

BASIS OF PRESENTATION



<PAGE>


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,
2002. 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, 2003 are not necessarily indicative of results that may
be expected for the year ending October 31, 2003.  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.



FINANCIAL STATEMENTS

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

                 ROANOKE TECHNOLOGY CORPORATION
             Financial Statements Table of Contents

FINANCIAL STATEMENTS                             Page #

     Balance Sheets                              1 - 2
     As of April 30, 2003 and 2002

     Statements of Operations                    3
     For the Three Months Ended
     April 30, 2003 and 2002


     Statement of Stockholders'Equity            4 - 5
     As of April 30, 2003

     Statements of Cash Flow                     6
     For the Three Months Ended
     April 30, 2003 and 2002

     Notes to the Financial Statements           7 - 12













<TABLE>
<CAPTION>


                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                                 BALANCE SHEETS
                    As of April 30, 2003 and October 31, 2002

                                         ASSETS

                                              2003                2002
                                          ------------       ------------
CURRENT ASSETS
<S>                                           <C>              <C>
  Cash                                         $    25,217        $    18,587
  Accounts receivable                                    0             10,524
  Less: allowance for doubtful accounts                  0             (3,500)
  Prepaid Insurance                                  4,435             13,289
  Employee advances                                      0              2,030
                                               -----------        -----------
     Total Current Assets                           29,652             40,930

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements            552,628            552,628
   Less: accumulated depreciation                 (231,247)          (198,033)
                                               -----------        -----------

      Total Property and Equipment                 321,381            354,595

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)          (347,541)
                                               -----------        -----------
   Net intangibles                                       0                  0
   Deposits                                          5,250              5,250
   Officers' receivable                              8,500              8,500
                                               -----------        -----------
      Total Other Assets                            13,750             13,750

           TOTAL ASSETS                        $   364,783        $   409,275
                                               ===========        ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses       $   309,659        $   396,662
   Payroll tax and penalty payable                 782,693            600,910
   Credit card payable                               5,052              9,784
   Current maturity of long-term debt              270,807             69,993
                                               -----------        -----------
      Total current liabilities                  1,368,211          1,077,349

LONG TERM LIABILITIES

   Long term debt                                  270,807            290,652
   Debenture bond                                  282,081            438,000
   Less: current portion                          (270,807)           (69,993)
                                               -----------        -----------
     Total long term liabilities                   282,081            658,659
                                               -----------        -----------
       TOTAL LIABILITIES                         1,650,292          1,736,008

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    150,000,000 shares authorized;
    127,572,716 and 59,059,057 issued
    and outstanding, respectively                   12,757              5,906
   Additional paid-in capital                    6,683,180          6,307,696
   Allowance for long-term
     Stock compensation                            (58,857)          (153,429)
   Retained earnings                            (7,922,589)        (7,486,906)
                                               -----------        -----------
       TOTAL STOCKHOLDERS' EQUITY               (1,285,509)        (1,326,733)
                                               -----------        -----------

       TOTAL LIABILITIES AND EQUITY            $   364,783        $   409,275
                                               ===========        ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF OPERATIONS
            For the Six Months Ended April 30, 2003 and 2002

                                                    2003                 2002
                                                ------------         ------------
REVENUE
<S>                                            <C>                  <C>
  Sales                                        $     697,570        $     855,003
  Cost of sales                                     (494,681)            (540,719)
                                               -------------        -------------
GROSS PROFIT                                         202,889              314,284

GENERAL & ADMINISTRATIVE EXPENSES                   (494,148)            (962,202)
RESEARCH & DEVELOPMENT                              (105,997)             (66,673)
                                               -------------        -------------
INCOME (LOSS) FROM OPERATION                        (397,256)            (714,591)

OTHER INCOME AND (EXPENSE)

   Interest - net                                    (38,427)             (10,301)
                                               -------------        -------------
   Total Other                                       (38,427)             (10,301)
                                               -------------        -------------

NET INCOME (LOSS)                              $    (435,683)       $    (724,892)
                                               =============        =============

NET EARNINGS PER SHARE

   Basic Net loss per share                              (*)                 (.02)
   Fully diluted Net Loss per share                      (*)                 (.02)

Basic and fully diluted Weighted Average
  Number of Common Shares Outstanding            113,809,057           35,387,597
</TABLE>


* Less than (.01) per share

<PAGE>

<TABLE>
<CAPTION>


                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF OPERATIONS
            For the Three Months Ended April 30, 2003 and 2002

                                              2003                2002
                                          ------------        ------------
REVENUE
<S>                                        <C>                 <C>
  Sales                                    $ 303,629           $ 463,538
  Cost of sales                             (193,735)           (292,587)
                                           ---------           ---------
GROSS PROFIT                                 109,894             170,951

GENERAL & ADMINISTRATIVE EXPENSES           (233,429)           (485,731)
RESEARCH & DEVELOPMENT                       (56,574)             (1,649)
                                           ---------           ---------
INCOME (LOSS) FROM OPERATION                (290,003)           (316,429)

OTHER INCOME AND (EXPENSE)

   Interest - net                            (24,013)             (2,383)
                                           ---------           ---------
   Total Other                               (24,013)             (2,383)
                                           ---------           ---------

NET INCOME (LOSS)                          $(314,016)          $(318,812)
                                           =========           =========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                           ROANOKE TECHNOLOGY CORPORATION
                         STATEMENT OF STOCKHOLDERS' EQUITY
                               As of April 30, 2003

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

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

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

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

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

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

Stock issued for cash           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 deferred
 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      14,300,000     1,430      321,520                              322,950

Stock issued in debenture
   bond conversion              4,321,460       432       46,741                               47,173

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

Allowance for deferred
   stock compensation                                                51,770                    51,770

Net Loss                                                                      (1,550,334)  (1,550,334)
                           ---------------------------------------------------------------------------

Balance at October 31, 2002    59,059,057     5,906     6,307,696  (153,429)  (7,486,906)  (1,326,733)

Stock issued in debenture
   bond conversion             60,513,659     6,051       266,284                             272,335

Stock issued for services       8,000,000       800       109,200                             110,000

Allowance for deferred
   Stock compensation                                                 94,572                   94,572

Net Loss                                                                        (435,683)    (435,683)

                           ---------------------------------------------------------------------------
Balance at April 30, 2003      127,572,716  $ 12,757   $6,683,180 $ (58,857) $(7,922,589) $(1,285,509)
                           ===========================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF CASH FLOWS
              For the Six Months ending April 30, 2003 and 2002

                                                         2003                   2002
                                                     ------------           ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                  <C>                    <C>
   Net income (loss)                                 $  (435,683)           $  (724,892)

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

   Depreciation and amortization                          33,213                 39,655
   Compensation in the form of stock                     204,571                357,149
  (Increase) decrease in accounts receivable               7,024                (92,561)
  (Increase) decrease in employee advance                  2,030                  2,019
  (Increase) decrease in officers' receivable                  0                 39,842
  (Increase) decrease in prepaid expense                   8,854                      0
   Increase (decrease) in payables & accrued expenses    103,353                359,527
   Increase (decrease) in credit card payable             (4,732)                     0
   Increase (decrease) in officer loan                         0                 15,000
                                                     ------------           ------------
      Total adjustments to net income                    354,313                720,631
                                                     ------------           ------------

   Net cash flows from operations                        (81,370)                (4,261)

CASH FLOWS FROM INVESTING ACTIVITIES


   Capital expenditures on equipment                           0                      0
                                                     ------------           ------------
   Net cash flows from investing                               0                      0
                                                     ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from debenture bond                           88,000                      0
   Payments of principal on note payable                       0                      0
                                                     ------------           ------------
   Net cash flows from financing                          88,000                      0

                                                     ------------           ------------
CASH RECONCILIATION

   Net increase (decrease) in cash                         6,630                  4,261
   Cash at beginning of year                              18,587                     35
                                                     ------------           ------------
CASH BALANCE AT APRIL 30, 2002 AND 2001                 $ 25,217               $  4,296
                                                     ============           ============

</TABLE>

           ROANOKE TECHNOLOGY CORPORATION
                   AND SUBSIDIARY

         NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies:
   -------------------------------------------

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

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

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


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

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

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

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

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

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

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

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. There is also uncertainty with regard to managements projected
revenue being in excess of its operating expenditures for the fiscal year ending
October 31, 2003.

Items of uncertainty include the Company's liabilities with regard to its
payroll tax liability in excess of $700,000 and its Small Business
Administration loan with a principal balance of $270,807 plus accrued interest.
The Company is currently in default of these liabilities and is in negotiations
regarding resolution of these matters. The outcome of these negotiations is
uncertain as of October 31, 2002. If the Company is not successful in these
negotiations, there is substantial doubt as to the ability of the Company to
continue as a going concern.

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 attached
warrants for the purchase of 3,600,000 shares. The total offering is in the
amount of $600,000 of which $501,500 has been issued.

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, was 11.50% per year and has since been renegotiated with Aurora
Loan Services, Inc. to 8.50%. The note was originated with 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 and has used personal as well as
Company assets as collateral. The Company is currently in 22 months in default
on the note and is currently renegotiating terms in order to prevent foreclosure
of the note payable. , During the July quarter of 1998, the Company entered into
a note payable to a finance company which bears interest at 16.53%. The note is
collateralized by equipment and requires that monthly payments of $197 be made
through the maturity date of June, 2003.

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

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

<TABLE>
<S>                      <C>                              <C>                  <C>
For the quarter ended October 31, 2002                For the year ended October 31, 2001

YEAR                    AMOUNT                            YEAR               AMOUNT
2003                    69,993                            2002                35,411
2004                    38,180                            2003                35,746
2005                    42,764                            2004                38,180
2006                    47,898                            2005                42,764
2007                    53,648                            2006                47,898
</TABLE>

8. Operating Lease Agreements:
   ---------------------------

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

The Company rented a house for the convenience of Company employees that are
relocating to the area and out of town business guests. The house also served 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 had monthly payments of $1,200. The lease term was on a month to month
basis and expired during the year 2002.

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

During the fiscal year end October 31, 2002, the Company converted debenture
bond principal and interest into 4,321,460 common shares for a value of $47,172.
The Company continues to convert debenture bond principal and interest into
common shares subsequent to fiscal year end.

On October 28, 2002 the Company entered into consulting agreements with Nicole
Leigh Van Coller, John A. Palmer, Jeremy Leigh Van Coller, Christopher Ebersole
and Mary Gimmelli for financial consulting services over a six month term. As
compensation, the Company issued 12,000,000 shares of common stock for a value
of $156,000. The shares were registered on Form S-8 with the U.S. Securities and
Exchange Commission.

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. 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, 2002, The Company had a
deferred tax asset in the amount of approximately $1,871,726 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 2022 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 $3,434 during the quarter ended
January 31, 2003. 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.

On February 20, 2003 a complaint, Sprint Communications Company Limited
Partnership vs. Roanoke Technology Corp., was filed in in the State of North
Carolina, County of Halifax Superior Court Division. The complaint asserts that
The Company is indebted to the plaintiff for a total of $179,150.16 and costs of
the action brought forward. The Company has filed a counter-claim in response to
this action. Representation for The Company has not determined the likeliness
that the plaintiff will be successful with the complaint. The management of The
Company asserts that the complaint 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 day management and marketing of RFQ.

16. Employee stock option:
    ----------------------

The Company originated employee stock option plans with 2 of its employees
during fiscal year end October 31, 2001. The plan calls for 300,000 option
shares to vest on May 2, 2001 for a conversion price of $.001 per share. The
plan continues to ratably vest 470,000 option shares over a 4 year period that
are convertable for $.001 per share. The intrinsic value of these vested shares
is $0 and a fair value compensation value of $6,750 if exercised at the vesting
dates.

<PAGE>

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

Overview

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

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

Primarily as a result of the acquisition of Top-10 Promotions, Inc. on May 28,
1998, our revenue has been generated from the sale of services of Top-10
Promotions, Inc. as of the date of acquisition. The acquisition was accounted
for using the purchase method of accounting and the results of operations of
Top-10 Promotions, Inc. from the date of purchase are included in the financial
statements. In the first year of business activity, we were building a sales
team and experienced gross revenue of $54,032. During the years ended October
31, 1999, 2000, 2001, and 2002 we had gross revenue of $1,144,122, $1,999,103,
$1,551,609, and $1,715,387 respectively.

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

Revenues for the quarter of fiscal years 2003 and 2002 were $303,629 and
$463,538, respectively. Management attributes this decline primarily to be
immaterial. We have engaged consultants to assist with our growth.

Cost of sales was $193,735 or 63% of revenues as compared to $292,587 or 63% of
revenues in the prior year. The stability as a percentage of sales is
attributable primarily to the constancy of our sales personnel.

General and administrative costs decreased from $485,731 or 105% of revenues in
the prior year quarter to $233,429 or 77% of revenues. This reduction is a
direct result of a decrease in administrative overhead in the form of salaries
paid.

LIQUIDITY AND CAPITAL RESOURCES

Cash outflows from operating activities were ($81,370) for the three months
ended April 30, 2003 as compared with cash outflows of ($4,261) in the prior
year's quarter. Cash Flows from Investing Activities were $0 as compared with
($0) in the prior year's quarter.

Outlook

Considerable effort has been put into concentrating on two key areas since the
close of our fiscal year: increasing sales and reducing expenses. 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 2002-2003 fiscal year.

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

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

<PAGE>


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

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

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

Item 4.  Controls and Procedures
--------------------------------

(a)  Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b)  Changes in internal controls.

Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.


                          PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

On February 20, 2003 a complaint, Sprint Communications Company Limited
Partnership vs. Roanoke Technology Corp., was filed in in the State of North
Carolina, County of Halifax Superior Court Division. The complaint asserts that
The Company is indebted to the plaintiff for a total of $179,150.16 and costs of
the action brought forward. The Company has filed a counter-claim in response to
this action. Representation for The Company has not determined the likeliness
that the plaintiff will be successful with the complaint. The management of The
Company asserts that the complaint will not have a material adverse affect on
The Company's results of operations, financial position or liquidity.

On January  31,  2003 we  received  notice  from  Gordon & Rees,  LLP a law firm
located in San Francisco, California, that they were owed a total of $106,719.64
for services  rendered to us. To date, no litigation has been served upon us for
such amount.

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 and CFO

   b.   Reports on Form 8-K None.

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

                                   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.

           /s/    David L. Smith
      By:  -------------------------------------
           DAVID L. SMITH Chairman of the Board
           of Directors, CEO and CFO

Dated:   June 19, 2003

          /s/    Russell J. Jones
      By: -------------------------------------
                 Russell J. Jones
                 Secretary

Dated: June 19, 2003


<PAGE>


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


I, David L. Smith certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Roanoke Technology
     Corp.

2.   Based on my knowledge, 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 the 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 the
     quarterly report;

4.   I am 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, if any, 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 within 90 days prior to the filing date of
          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.   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 any 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.   I have indicated in the 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:     June 19, 2003

/s/  David L. Smith
------------------------------------------------
David L. Smith
Chief Executive Officer, Chief Financial
Officer