<PAGE>

                       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 January 31, 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  March  24,  2003,  we had
125,235,605 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 three
months ended January 31, 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.

                 ROANOKE TECHNOLOGY CORPORATION
             Financial Statements Table of Contents

FINANCIAL STATEMENTS                             Page #
  Balance Sheets                                  1 - 2
     As of January 31, 2003 and 2002

     Statements of Operations                         3
     For the Three Months Ended
     January 31, 2003 and 2002


  Statement of Stockholders'Equity                4 - 5
     As of January 31, 2003

     Statements of Cash Flow                          6
     For the Three Months Ended
     January 31, 2003 and 2002

Notes to the Financial Statements                7 - 12




<PAGE>


                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                                 BALANCE SHEETS
                   As of January 31, 2003 and October 31, 2002
<TABLE>
<CAPTION>

                                     ASSETS
                                              2003                       2002
                                          ------------               ------------
CURRENT ASSETS
<S>                                       <C>                        <C>
  Cash                                    $    29,472                $    18,587
  Accounts receivable                               0                     10,524
  Less: allowance for doubtful accounts             0                     (3,500)
  Prepaid Insurance                             8,859                     13,289
  Employee advances   0                         2,030
                                          ------------               ------------
     Total Current Assets                      38,331                     40,930
PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements       552,628                    552,628
   Less: accumulated depreciation            (214,640)                  (198,033)
                                          ------------               ------------

      Total Property and Equipment            337,988                    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                   $   390,069                $   409,275
                                          ============               ============
</TABLE>

                                        1

<PAGE>



<TABLE>
<CAPTION>

<S>                                       <C>                        <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued expenses  $   352,565                $   396,662
   Payroll tax and penalty payable             591,780                   600,910
   Credit card payable                          9,784                      9,784
   Current maturity of long-term debt          83,813                     69,993
                                          ------------               ------------
Total current liabilities                   1,037,942                  1,077,349
LONG TERM LIABILITIES
   Long term debt                             361,817                    290,652
   Debenture bond                             362,250                    438,000
   Less: current portion                      (83,813)                   (69,993)
                                          ------------               ------------
     Total long term liabilities              640,254                    658,659
                                          ------------               ------------
       TOTAL LIABILITIES                    1,678,196                  1,736,008

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

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    150,000,000 shares authorized;
    59,059,057 and 38,337,597 issued
    and outstanding, respectively               8,836                      5,906
   Additional paid-in capital               6,496,932                  6,307,696
   Allowance for long-term
     Stock compensation                       (75,428)                  (153,429)
   Retained earnings                       (7,718,467)                (7,486,906)
                                          ------------               ------------
       TOTAL STOCKHOLDERS' EQUITY          (1,288,127)                (1,326,733)
                                          ------------               ------------
       TOTAL LIABILITIES AND EQUITY       $   390,069                $   409,275
                                          ============               ============
</TABLE>

                                        2

<PAGE>





                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF OPERATIONS
            For the Three Months Ended January 31, 2003 and 2002
<TABLE>
<CAPTION>


<S>                                      <C>                     <C>

                                              2003                       2002
                                          ------------               ------------
REVENUE
  Sales                                   $   393,941                $   391,464
  Cost of sales                              (300,946)                  (248,131)
                                          ------------               ------------
GROSS PROFIT                                   92,995                    143,333

GENERAL & ADMINISTRATIVE EXPENSES            (260,719)                  (476,471)
RESEARCH & DEVELOPMENT                        (49,423)                   (65,024)
                                          ------------               ------------
INCOME (LOSS) FROM OPERATION                 (217,147)                  (398,162)

OTHER INCOME AND (EXPENSE)

   Interest - net                             (14,414)                    (7,919)
                                          ------------               ------------
   Total Other                                (14,414)                    (7,919)
                                          ------------               ------------

NET INCOME (LOSS)                         $   (231,561)               $ (406,081)
                                          ============               ============

NET EARNINGS PER SHARE

   Basic Net loss per share                       (*)                     (.01)
   Fully diluted Net Loss per share               (*)                     (.01)

Basic and fully diluted Weighted Average
  Number of Common Shares Outstanding       73,708,295                34,337,597

         * Less Than (.01) per share.
</TABLE>

                                        3

<PAGE>





                           ROANOKE TECHNOLOGY CORPORATION
                         STATEMENT OF STOCKHOLDERS' EQUITY
                               As of January 31, 2003

<TABLE>
<CAPTION>

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

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

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

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

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

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

Stock issued for cash           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

</TABLE>
                                        4

<PAGE>



<TABLE>
<CAPTION>
<S>                            <C>            <C>         <C>        <C>        <C>         <C>
Stock issued to retire
 short-term note payable       20,000,000     2,000       18,000                               20,000

Allowance for prepaid
 stock compensation
 for services                                                       (205,199)

Net loss for the year                                                           (1,879,379)(1,879,379)

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

Balance at October 31, 2001    38,337,597    $3,834   $5,782,645  $ (205,199) $ (5,936,572)$ (355,292)

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

Stock issued for services      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 prepaid
   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             29,298,475     2,930       189,237                             192,167

Allowance for prepaid
   Stock compensation                                                78,000                    78,000

Net Loss                                                                        (231,561)    (231,561)

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


                               88,357,532 $   8,836    $6,496,933 $ (75,429) $(7,718,467) $(1,288,127)
                           ===========================================================================
</TABLE>

                                        5

<PAGE>


                       ROANOKE TECHNOLOGY CORPORATION
                               AND SUBSIDIARY
                          STATEMENTS OF CASH FLOWS
              For the Three Months ending January 31, 2003 and 2002

<TABLE>
<CAPTION>

<S>                                                     <C>                    <C>
                                                         2003                   2002
                                                     ------------           ------------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                 $  (231,561)           $  (406,081)

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

   Depreciation and amortization                          16,607                 43,049
   Compensation in the form of stock                      78,000                104,376
  (Increase) decrease in accounts receivable               7,024                (34,912)
  (Increase) decrease in employee advance                  2,030                 (1,405)
  (Increase) decrease in officers' receivable                  0                (38,189)
  (Increase) decrease in prepaid expense                   4,430                      0
   Increase (decrease) in payables & accrued expenses    (53,227)               201,702
   Increase (decrease) in accrued interest and costs     107,386                 19,063
   Increase (decrease) in credit card payable             (7,804)                   (19)
   Increase (decrease) in officer loan                         0                 15,000
                                                     ------------           ------------
      Total adjustments to net income                    154,446                387,853
                                                     ------------           ------------

   Net cash flows from operations                        (77,115)               (18,228)

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 note payable                                  0                      0
   Proceeds from debenture bond                           88,000                      0
   Proceeds from issuance of common stock                      0                      0
   Proceeds from short-term note payable                       0                      0
   Payments on notes                                           0                      0
                                                     ------------           ------------
</TABLE>

                                        6

<PAGE>



<TABLE>
<CAPTION>
<S>                                                       <C>                <C>
   Net cash flows from financing                          88,000                      0
                                                     ------------           ------------
CASH RECONCILIATION

   Net increase (decrease) in cash                        10,885                (18,228)
   Cash at beginning of year                              18,587                     35
                                                     ------------           ------------
CASH BALANCE AT APRIL 30, 2002 AND 2001                 $ 29,472               $(18,193)
                                                     ============           ============

</TABLE>


7

<PAGE>


                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY

         NOTES TO THE FINANCIAL STATEMENTS

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

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

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

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


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

                                        8

<PAGE>




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

                                        9

<PAGE>




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

                                       10
<PAGE>





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 of $600,910 and its Small  Business  Administration  loan
with a principal  balance of  $270,807  and  accrued  interest  of $48,290.  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.

                                       11

<PAGE>


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,  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:

                                       12

<PAGE>


Leasehold improvements               $120,000
Fixtures                              109,000
Equipment                              47,000
Working capital                        14,000
                                    ---------
Total                               $ 290,000

During the July  quarter of 1998,  the Company  entered into a note payable to a
finance company which bears interest at 16.53%.  The note is  collateralized  by
equipment  and  requires  that  monthly  payments  of $197 be made  through  the
maturity date of June, 2003.

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

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

<TABLE>
<CAPTION>
<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

                                       13

<PAGE>




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

                                       14

<PAGE>




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

                                       15

<PAGE>




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

                                       16

<PAGE>



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

                                       17

<PAGE>




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

                                       18

<PAGE>




attaining  gross  revenues in excess  $200,000.00 or more in sales for the first
three month  period of 1999.  The shares  have been issued at a market  value of
$1,181,250.  An  additional  1,500,000  shares  of  restricted  were  issued  in
accordance with the revised  employment  agreement during the year ended October
31, 2000 for a value of $900,000.



12. Payroll Taxes Payable and Deferred Tax Assets and Liabilities:
    --------------------------------------------------

The  Company  accrues  payroll  and  income  taxes.  The  Company,  currently  a
C-Corporation,  accounts  for income  taxes in  accordance  with  Statements  on
Financial  Accounting  Standards  109. As of October 31, 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.



                                       19

<PAGE>



15. Condensed consolidating financial statements:
    ---------------------------------------------

RTCHosting  Corp (RTCH) is a wholly owned  subsidiary  of The Company.  RTCH was
incorporated  on June 12,  2000 in the state of North  Carolina.  RTCH has 1,000
common shares  authorized  with no par value and 100 common shares  outstanding.
The  Company  has  determined  that  separate  financial  statements  and  other
disclosures  concerning  RTCH are not material to investors.  RTCH was formed to
hold the  copyrights  of an on line  procurement  system being  developed by The
Company.  The Company has expensed all research and development  costs. The only
costs incurred by RTCH has been its  incorporation and start-up costs which have
been expensed in the amount of $3,050.  RTCH currently has no material values of
assets, liabilities or equity.

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

16. 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.


                                       20



<PAGE>




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

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  JANUARY 31, 2003  COMPARED TO THE THREE  MONTHS  ENDED
JANUARY 31, 2002

Revenues  for  the first quarter of fiscal years 2003 and 2002 were $393,941 and
$391,464,  respectively.  Depreciation  and  amortization  expenses decreased to
$16,607  or  7%  of  revenues from $43,049 or 11% of revenues because of certain
assets  that  have  been  completely  depreciated  or  amortized.

                                       21

<PAGE>


Research and  development  costs  decreased  to $49,423 or 13% of revenues  from
$65,024 or 17% of revenues.

The loss from  operations  decreased from a loss of $406,081 or 104% of revenues
to a loss of $231,561 or 59% of revenues. Management believes that this decrease
in loss  is due to  several  cost  cutting  measures  and  restructuring  of the
employee base.

LIQUIDITY AND CAPITAL  RESOURCES

Cash  outflows from  operating  activities  were  ($77,115) for the three months
ended  January 31, 2003 as compared with cash outflows of ($18,228) 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.

Top-10 Promotions  December 2002 sales were up twenty percent over December 2001
sales.  Sales for January  2003 were up by one percent  over  January  2002.  We
expect to see sales  continue to be up over  same-month  sales from the previous
year. We are continuing to give attention to increasing the  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.

                                       22

<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.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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.

                                       23

<PAGE>


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:   March 24, 2003

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

Dated: March 24, 2003

                                       24

<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, Jr. certify that:
1.    I have reviewed this quarterly  report on Form 10-Q of Roanoke  Technology
      Corp.

2.    Based on my  knowledge,  this amended  yearly  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 this  quarterly  report,  fairly  present in all
      material respects the financial condition,  results of operations and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report;

4.    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, is made known to me by others within those
           entities, particularly during the period in which this amended yearly
           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 my conclusions about effectiveness
           of the disclosure  controls and procedures  based on my evaluation as
           of the Evaluation Date;

5.    I have disclosed,  based on my most recent evaluation, to the registrant's
      auditors and the audit  committee of  registrant's  board of directors (or
      persons performing the equivalent functions):

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

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


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


Dated:     March 24, 2003

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

                                       25

<PAGE>