SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            AMENDMENT NO. 1 TO FORM 10-K

                 Annual Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                October 31, 2000

                            Commission File # 0-26715

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

                                     Florida
                (State or other jurisdiction of incorporation or
                                  organization)

                                   22-3558993
                      (IRS Employer Identification Number)

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

                                  (252)537-9222
                (Registrant's telephone no., including area code)

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

Securities registered pursuant to Section 12(b) of the Act:
                          None

Securities registered pursuant to Section 12(g) of the Act:
           Common Stock, $0.001 par value

<PAGE>

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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

Revenues for year ended October 31, 2000: $1,999,103

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of February 9, 2001, was: $1,104,365

Number of shares of the registrant's common stock outstanding as of February 9,
2001 was: 12,686,677

Transfer Agent as of December 31, 2000:
                             Interwest Transfer Co.
                    1981 East Murray Holladay Road, Suite 100
                           Salt Lake City, Utah 84117

<PAGE>

                                     PART I
                                     ------

Item 1.  Description of Business
---------------------------------

Business Development. We were incorporated in Florida on December 11, 1997 under
the name Suffield Technologies Corp. We did not have any significant revenues
until we purchased all of the issued and outstanding shares of Top 10
Promotions, Inc. ("Top 10"), a Virginia corporation with its principal place of
business in North Carolina, in accordance with a Stock Purchase Agreement and
Share Exchange dated and effective May 28, 1998 ("Share Exchange"). Top 10 was
incorporated in Virginia on November 18, 1997. We maintain our principal offices
at 539 Becker Drive, Roanoke Rapids, North Carolina, 27870 and our telephone
number is (252) 537- 9222.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

Business of Issuer. Roanoke Technology Corp. (the "Company")is headquartered in
Roanoke Rapids, North Carolina. We are a developer and marketer of a service
designed to maximize and promote Internet web site presence. To put it simply,
our primary business function is to make our customers' Internet web sites easy
to find. Most persons searching the Web for a product or service use a search
engine. Web sites Often use television and print media advertising in an attempt
to direct traffic to their web sites, but we utilize our own proprietary
software products to alter our customer's web sites in ways which make the sites
more appealing to the top search engines. If our customers wish to generate
business from the Internet, it is important that their Web sites appear in the
top 10 or 20 positions of targeted search engine indices. Simply put, that is
what we do. In addition, we utilize a suite of proprietary computer programs
which allow our users to analyze and track their Web Sites "visibility". Our
proprietary software analyzes high ranked sites on the targeted search engines
to determine the most important key words, phrases, and other design
characteristics of those sites. Our customer's web sites are then changed to
reflect the preferences of those search engines and thus increase the
probability that their web site will appear in the top 10 or 20 sites listed by
the search engine when those search characteristics are used. Since most Web
surfers ignore search results beyond the first hundred listed sites, a higher
ranking almost always translates to higher visitor hits for our customers. This
results in greater exposure for our customers, improved results for their web
presence, and increased customer reliance on our services.

The sweeping transition of the Internet from being primarily an information and
entertainment platform to becoming a medium for e-commerce is well under way.
Web sites are no longer perceived just for informational content or to simply
establish Internet presence. In order to fully capitalize on the opportunity
that the Internet represents, today's companies require implementation of a
proven Internet promotional strategy to maintain traffic and develop sales. In
order for companies to fully realize the potential of the Internet, companies
must effectively market their web sites beyond standard print and media
advertising.

We have a history of significant losses. We had a loss of $305,545 from December
11, 1997 (inception) through October 31, 1998 and $2,686,404 for the year ended
October 31, 1999 and $165,244 for the year ended October 31, 2000 making an
accumulated deficit of $3,157,193.

<PAGE>

FORMATION

On December 11, 1997, we were formed in Florida as a C corporation under the
name Suffield Technologies Corp. We did not have any significant revenues until
we purchased all of the issued and outstanding shares of Top 10 Promotions, Inc.
("Top 10"), a Virginia corporation with its principal place of business in North
Carolina, in accordance with a Stock Purchase Agreement and Share Exchange dated
and effective May 28, 1998 ("Share Exchange"). Top 10 was incorporated in
Virginia on November 18, 1997.

Since the closing of the Share Exchange, the operations of Top 10 has
represented 100% of our revenues to date. Based on the Share Exchange, we
undertook the following: (i) on June 11, 1998, we filed an amendment to our
incorporation document in Florida changing our name to Roanoke Technology Corp.;
(ii) on July 20, 1998, we were issued a Certificate of Authority to do business
in North Carolina; (iii) on July 22, 1998, the State of Virginia issued a
Certificate of Merger whereby Top 10 merged into the Company; and (iv) on
September 4, 1998, we filed a Certificate of Assumed Name in Halifax County,
North Carolina to do business under the name Top 10 Promotions.

In accordance with the Share Exchange, David L. Smith, Jr., the sole
shareholder, officer and director of Top 10 was paid the following
consideration: (i) 500,000 restricted common shares of the Company; (ii) the
ability to borrow up to 25% of the retained earnings of the operating company
(Top 10) in fiscal year 1998 (the Company has an October 31 fiscal year end) or
the first two quarters of fiscal year 1999. Any repayment of such borrowings
would be for a 2 year period at an annual interest rate of 5%. In addition, the
operating company, Top 10, was given $50,000 at closing and $17,500 per month
for an 11 month period commencing 30 days after closing (an aggregate of
$192,500). The funding for these amounts was provided by a loan from Tamana
Ltd., an unaffiliated corporation.

SERVICES

Our services are designed to improve the visibility of our customer's web sites
in the Internet. The first level of service, the "Starter Plan" consists of
getting the customer's web sites registered on about 800 of the most significant
search engines. This service sells for $99, is not actively promoted by us, and
does not carry any visibility commitment. It has accounted for .2% of our
revenues during the fiscal year 2000.

Sales of the "Premium Plan" and its derivatives accounted for 97.6% of revenues
for the fiscal year 2000. This plan is sold for $1,495. This plan was originally
sold for $1,295. It was increased to $1,495 effective May 4, 2000. It differs
from the Starter Plan in that its goal is not to get the web site listed by the
search engines, but to increase the probability that the site will be one of the
first 20 sites listed by the search engine when appropriate key words are used.
Since many key word searches can return hundreds, if not thousands, of matches,
it is important that those attempting to generate business from their Internet
listing assure that their site is listed in the first one or two pages returned
by the search engine. If the customer has more than one web site we will promote
these sites for half price of $747.50 each. We originally charged $647.50, but
increased the price to $747.50 effective May 4, 2000.

<PAGE>

When a customer purchases the "Premium Plan" we begin the following procedures:

     - Identify appropriate key words or terms for the customer's web site. The
Premium Plan allows for 6 terms and up to 6 additional terms may be purchased
for $150 each. Sale of additional terms to customers purchasing the Premium Plan
accounted for 5.5% of revenues during the 12 months ended October 31, 2000.

     - Identify the unique characteristics and patterns associated with each
search engine's robot and indexing practices.

     - Create a customer web page for each term for each search engine (usually
4 or 5 pages are needed for each term). Each contract will require a creation of
approximately 120 - 300 pages. The pages actually consist of sets of about 20
pages per search engine.

     - The created web pages are then moved to the customer's web site or
server.

     - We verify the placement of the web pages. We submit them to each search
engine. Due to search engines' different operating procedures, this process
takes about 30 working days.

     - Approximately 4 weeks after we have completed the submissions,
preliminary results will be noticed. In most cases 60 days after the pages are
placed on the server the customer will be able to check the results at the
customer's section of our web.

As part of the Premium Plan, we will continue to monitor and furnish "Visibility
Reports" for each customer for up to 6 months. The reports are compiled every 7
to 10 working days and are electronically mailed to each customer. The results
are also available on our web site.

We commit to the following for our Premium Plan:

     - We will secure for our customer no less than 10 placements somewhere
within the top 20 positions somewhere across the top search engines. The engines
we target consist of the following: Yahoo, Excite, Infoseek, HotBot, Lycos,
iWon, Snap, AOL Netfind, LookSmart, AltaVista, Google, Northern Light, Magellan,
All The Web, Open Directory Project, Netscape, Web Crawler, Direct Hit, MSN and
PC Beacon.

     - The listings may appear on any single search engine, all the search
engines or spread across any number of the search engines listed above.

     - The placements will consist of existing pages on your site as well as the
new pages we make for our customers.

     Over the last 12 months our customers have averaged more than 50 placements
in the top 20 positions across the top search engines. However, we do not
guarantee this to our customers.

     - We do not guarantee traffic to a customer's web site. That is a function
of demand for the product or service. The customer's commitment is only for
placements of their URL(s) in the search engine indices.

     In the event of our failure to meet our commitment within 90 days from the
date of the last submissions were made to the search engines, Top-10 Promotions
will repeat the service at no charge.

Our sales efforts rely primarily upon our proprietary software programs to
generate sales leads which are then followed up with e-mail and telemarketing
efforts. Due to the increasing number of web sites indexed by the key search
engines and changes in the way these sites are indexed by the search engines,
the visibility of the web sites which we have enhanced tends to decline over
time. We re-solicit prior customers periodically and offer them the opportunity
to renew their web site visibility. The renewal process is the same as described
above and with the same guarantee. The renewal price is $747.50 and an
additional $150 for each key word or phrase over six. Renewals accounted for
3.8% of our revenues in the fiscal year ended October 31, 2000. We expect
renewals to become a somewhat larger percentage of total revenues as our
customer base grows.

<PAGE>

RTCHOSTING CORP

RTCHosting Corp ("RTCH") is our wholly owned subsidiary which was formed in June
2000. RTCH was formed to address a specific problem faced by many small to
medium-sized businesses. The rapid growth in the use of the Internet for
purchasing components, supplies and services is changing the competitive
environment. The obstacle keeping most small to medium-sized businesses from
enjoying these savings-which are necessary for their long term survival-is the
research and development costs of putting together an on line procurement
system.

RTCH is in the final stages of completing development of an online procurement
system (OPS). The first customer went online in late September 2000. The OPS is,
in effect, an automated system which e-mails requests for quotes along with
required delivery dates, terms, and delivery instructions (collectively, RFQ's)
to selected suppliers. When a supplier responds with an offer, the other
suppliers previously sent the same RFQ are informed of the price that they must
beat and this process continues until the purchaser ends the auction and selects
a supplier.

Key features of the system include:

     1.     Automation of the competitive procurement system
            and elimination of unnecessary telephone and fax
            communications;
     2.     Capability to show RFQ's only to selected
            venders; venders cannot see the purchaser's
            whole shopping list;
     3.     Capability to limit authority of the various
            purchasing agents working for the purchaser;
     4.     Capability for use by purchasing agents at
            remote locations;
     5.     Capability to show cost trends by item and by
            suppliers over time;
     6.     Capability to vary limits by which bids must
            change;
     7.     Capability to provide individual personalized
            sites from a secure server. This eliminates the
            ability of competitors to access purchasing
            activity which could provide significant
            competitive information; and
     8.     Capability to show productivity and
            effectiveness of individual purchasing agents.

All of the software required to operate OPS has been developed or is being
developed by us. The web hosting services of the OPS will be supplied through a
server located in Roanoke Rapids, North Carolina and two located in London,
England but plans are underway to relocate the London servers to Rocky Mount,
N.C.

Current plans call for the OPS to be offered free of all charges for a 90 day
trial period. During the trial period RTCH personnel will contact the users to
offer assistance and solve any problems that develop. At the end of the trial
period, RTCH personnel will contact the users and attempt to convert them to
paying customers. The charge will be an initial payment of $6000 and subsequent
monthly payments of $600 per month regardless of usage.

We believe that any organization can become a customer.

<PAGE>

Initially, sales efforts will be undertaken primarily by David Smith who has
begun to target local and regional business groups and associations in an
attempt to develop master programs under which they would make RTCH available to
all of their members who choose to participate. Under certain conditions,
commissions might be paid to individual business or business groups, which are
instrumental in aiding the marketing of RTCH. Our preliminary plans call for
paying a commission of $1000 per customer plus a continuing fee of $50 per month
for each customer signed up.

After getting customers to accept a free trial, our personnel will contact these
persons to help them get started on the system and follow up when the trial
period is over to attempt to finalize the sale. We currently have two full time
employees of Roanoke Technology Corp. who are assigned to work as support
personnel and sales closers. If business develops as anticipated, the number of
employees doing this type of fulfillment work will increase.

On October 2, 2000 RTCH entered into an agreement with Roanoke Electric
Cooperative, a member of a regional association of energy utility cooperatives.
The agreement provides that Roanoke Electric Cooperative will publicize the
availability of RTCH to its members and partners, provide RTCH with contact
information for each of the members who might be interested in the service, and
make efforts to assist RTCH in securing the member's participation in the
program. However, no contract has yet been signed; there can be no assurance
that any contract will be signed; if a contract is signed there can be no
assurance that any revenues will result.

RTCH will conduct business as RFQ Hosting (RFQH). It is anticipated that billing
and collecting will be fully automated by RAKE. Initially current RAKE personnel
will handle the function, but it is anticipated that one to two additional
people may be required as volume builds.

RFQ currently has 3 customers that have signed contracts and are using the
system. Additionally, 20 other customers are in the 90 day free trial period,
but no significant revenues will be generated until at least some time during
the 2nd quarter of the calendar year 2001, if ever.

RFQH competes with traditional personnel-intensive telephone, mail, and fax
communications-based purchasing operations and newer business to business
Internet communication systems. While most of the known business to business
Internet based purchasing systems are still relatively new and in the
development stage, most are funded by organizations with significantly greater
financial and personnel resources than our company.

TRADEMARKS

Trademark applications have been filed with the United States Patent and
Trademark Office for the names "Top 10 and Design," "PC Beacon" "RTCHosting and
Design" and "RFQHosting."

PERSONNEL

We currently employ 28 full time employees. They fall into 4 different
categories: 3 management, 10 sales, 4 programmers, and 11 support personnel.
Sales personnel are compensated on a base pay plus commission basis.

We expect to continue to add salespersons.

<PAGE>

COMPETITION

There are numerous Internet promotion companies that promote web sites. They all
use one of three distinctly different methodologies for promoting their
customer's web sites. The vast majority simply submit the URL of the customer's
"Home Page" to hundreds of search engines. This is the least effective way
because this method has the following built-in problems: (a) most of the search
engines are search engines in name only, and are really directories. The user
must know the name of the company to have any degree of success; (b) over 82% of
the search engine traffic is driven by the most popular search engines. This
renders the vast majority of the others very ineffective; (c) this method can
not work successfully because it is almost impossible to make a web page appeal
to more than 1 or 2 search engines. Each search engine employs different
indexing practices. To date, the only successful method of obtaining consistent
rankings in the search engines is to make pages for each "keyword phrase" for
each engine.

The second method of promoting a site in the search engines is to purchase
positions within the indices or to purchase advertising space on the site in the
form of banner advertisements. The cost of this method is extremely expensive
and not practical for most small business owners.

The third way is to prepare pages for each "keyword phrase" for each search
engine. We utilize this method. We have no knowledge of any other company that
has the ability to effectively track what characteristics appeal to the major
search engines and to make pages based on those characteristics.

The following are the only web sites that we have found that can be deemed to
compete with us: WebPosition Gold; SubmitIt!; Did-it.com.:

     WebPosition Gold states that for $349 it will provide the following
services: generate HTML pages designed to rank near the top of the search
results; analyze your existing Web pages and give advice on how to improve them;
provide a simple, built-in HTML editor for fast and easy changes; assist in
uploading your new and changed pages; automatically submit your pages to the
major search engines; report your position on each search engine for each
keyword you are targeting; and track the number of visitors to your site, where
they came from and what keywords they used to find you.

     SubmitIt! States that for $19.99 per month it will provide the following:
submit 10 web addresses per month to top 400 search engines; check the search
engine for 10 web addresses per month; advertise with 5,000 banner ads per
month; and keep in touch with customers by sending 5,000 e- mails per month.

     Did-it.com states that for $399 plus $.29 per click- through it will boost
site rankings for the major search engines using up to 100 keywords or
particular search phrases chosen by the customer for Alta Vista, AOL Search,
Google, GoTo, Excite, HotBot, Infoseek, iWon, Yahoo Web, Lycos, MSN.com, SNAP
and Webcrawler. It guarantees that the customer will receive additional search
engine traffic exclusively due to its efforts as a result of increased search
engine position for a link that leads to your site.

The market for a worldwide on-line commerce web site is relatively new, quickly
evolving and subject to rapid change. There are few substantial barriers to
entry, and we expect to have additional competition from existing competitors
and new entrants in the future. It is our belief, however, that we represent the
leading edge of the industry.

<PAGE>

GENERAL BUSINESS CONDITIONS

There is no apparent seasonality in the company's business but weekly or monthly
sales volume can be impacted by holidays and popular vacation periods which
impair the ability of our telemarketers to reach potential customers. Our
business is not dependent upon any single customer or type of business. Since we
have no subcontractors, we are not dependent upon an outside sales force. All
work is performed in house. This includes the creation and development of our
software.

CUSTOMERS

Our potential market or customer base consists of every business-oriented web
site in the world. As of September 2000 there were approximately 17.5 million
".com" and 3.0 million ".net" web sites contained in the zone files for ICANN
(The Internet Corporation for Assigned Names and Numbers). Net new registrations
for Network Solutions' registrar services, or NSI registrar, during the year
ended December 31, 1999 were 5,037,000 as compared to 1,911,000 during the year
ended December 31, 1998, an increase of 164%. Due in part to the addition of
nearly 40 international partners, 1,543,000, or 31%, of net new registrations
were international registrations for the year ended December 31, 1999. This is
an increase in international registrations of 190% over the 532,000 net new
registrations for the year ended December 31, 1998. Non-NSI registrars
registered an additional 890,000 names through such registry services, bringing
the total net new registrations for the year ended December 31, 1999 in .com,
 .net and .org top level domains to 5,927,000. Growth in net registrations
continues to be driven by the widespread use and adoption by businesses of the
Internet and intranets on a global basis. Cumulative net registrations for the
NSI registrar as of December 31, 1998 were 3,362,000 as compared to 8,055,000 as
of December 31, 1999, for a 140% increase.

Our largest single customer accounts for less than two percent of our total
revenues and no particular industry accounts for more than two percent of our
revenues.

The following is a partial list of what types of businesses a few of our
customers are involved with:

_     Real Estate
_     Insurance
_     Telephone Equipment
_     Auto Supplies
_     Plastic Surgeon
_     Print Media
_     Financial Advisory
_     Pet Supplies
_     Police Supplies
_     e-commerce
_     Pump Sprayers
_     Farm Equipment
_     Printing Supplies
_     Recycling
_     Clothing
_     Autoclave Equipment
_     Industrial Equipment Supplier
_     Material Manufacturers
_     Material Brokers
_     Business Consultants
_     Time Management Consultants
_     Advertising Agency
_     Personnel Placement Agency
_     Pilot Supplies
_     Medical Supplies
_     Pool Supplies
_     Golf Equipment
_     Travel Agency
_     Recreation Equipment

<PAGE>

MATERIAL PROGRAMMING COSTS

We incur programming costs to maintain and improve the computer programs used
internally in the conduct of our business. Most of this work has been undertaken
by salaried personnel.

Material programming costs are:
<TABLE>
<CAPTION>
        Year Ending        Year Ending          Year Ending
     October 31, 2000      Oct. 31, 1998       Oct. 31, 1999
     ----------------      --------------      -------------
<S>       <C>                 <C>                 <C>
Total     $171,706            $35,612             $52,729
</TABLE>

RESEARCH AND DEVELOPMENT EXPENSES

Research and development costs are considered a continual process and are
expensed when incurred. When the Company can associate specific costs to a
computer software product that has technological feasibility and research and
development activities have been completed, the Company will capitalize those
costs as an asset.

Item 2. Description of Property
-------------------------------

On June 12, 2001, we entered into a seven year lease with an option to purchase
1.2 acres of land located at 539 Becker Road, Roanoke Rapids, North Carolina. In
addition, we have an option to rent the premises for an additional seven years.
The two story building located on the property is 100 ft. by 100 ft. and was the
former Roanoke Athletic Club. It was modified to meet our immediate needs and we
took possession on October 1, 2000. A section of the building measuring 50 ft.
by 100 ft. has been carpeted and tiled and is primarily used by local civic
organizations for meetings and activities. This section will be modified into
office spaces as needed by us with expansion. The other section of the building
comprises roughly 10,000 square feet of office space. The space is divided into
46 working cubicles and four private offices. This section also has a reception
area, kitchen and conference room. We have an emergency generator to power us
during any power outage.

Item 3.  Legal Proceedings
--------------------------

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

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

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

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

On August 22, 2000, a majority of our shareholders, by written consent
authorized the issuance of 1,500,000 of our restricted common shares to David L.
Smith, Jr. pursuant to his Amended Employment Agreement with us dated August 22,
2000. Such shares were restricted in accordance with Rule 144 of the Securities
Act of 1933 and were issued in accordance with Section 4(2).

<PAGE>

                                    PART II
                                    -------

Item 5. Market for Registrants's Common Equity and Related Stockholder Matters
------------------------------------------------------------------------------

On February 9, 2001, we had 125 shareholders of record of our common stock.
Based on information received from brokers and others in fiduciary capacities,
we estimate that the total number of shareholders of our common stock does not
exceed 500. Our common stock is available for trading through electronic trading
services via the OTC Bulletin Board.

The following table sets forth, for the periods indicated, the range of high and
low closing bid prices for the Company's common stock through October 31, 2000
and as available through electronic trading services subsequent to such date.
<TABLE>
<CAPTION>
                         Common Stock Bid
                         High     Low
                         ----     ---
     Fiscal Quarter      High              Low
                         ----              ---
<S>                     <C>                <C>
     January 31, 1999   $ 7.125            $1.875
     April 30, 1999     $10.00             $6.375
     July 31, 1999      $11.00             $8.00
     October 31, 1999   $ 9.00             $4.50
     January 31, 2000   $ 5.12             $3.37
     April 30, 2000     $ 3.50             $0.75
     July 31, 2000      $ 1.50             $0.05
     October 31, 2000   $ 1.01             $0.125
</TABLE>

Dividends
---------

We currently intend to retain future earnings, if any to support our growth. Any
payment of cash dividends in the future will be dependent upon: the amount of
funds legally available therefore; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.

Item 6. Selected Financial Data
--------------------------------
<TABLE>
<CAPTION>
                              Twelve Months     Twelve Months         From Inception
                            Ended October 31,   Ended October 31,     To October 31,
                                   2000              1999                 1998
                               -----------------------------------------------------
STATEMENT OF OPERATIONS DATA:
<S>                             <C>               <C>                   <C>
Total revenues                  $   1,999,103     $ 1,144,122           $   54,032
Operating expenses                  1,055,268         451,797               28,485
Gross profit from operations          943,835         550,213               25,547
General and administrative

 expenses                           1,845,828       3,152,748              330,395
Income (loss) from operations     (1,172,516)     (2,683,450)            (304,848)
Other income (expense)                107,272         (2,954)                (697)
Net Loss                        $ (1,065,244)    $(2,686,404)           $(305,545)

OTHER DATA:

EBITDA (1)                          (909,016)    $(2,541,338)           $(295,034)
Net cash provided (used) by
 operating activities                (25,964)       (229,254)            (104,915)
Net cash provided (used) by
 investing activities                 (2,251)       (104,140)             (38,159)
Net cash provided (used) in
 financing activities                 (8,695)         397,503              156,869
Net book value per share                  .02             .03        Less than .01
Basic earnings (loss) per share         (.09)           (.26)                (.16)

BALANCE SHEET DATA:


Cash and cash equivalents        $     40,994       $  77,904            $  13,795
Total assets                          465,924         485,673              124,765
Current liabilities                   242,830          44,175               34,685
Total liabilities                     682,366         103,988               69,510
Stockholders' equity                  216,441         381,685               55,255
Total liability and equity       $    898,807       $ 485,673            $ 124,765
</TABLE>

<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
-------------------------------------------------------------------------------

Results of Operations

Statement of Earnings - Selected Data

<TABLE>
<CAPTION>
                                    Year Ended
                                    ----------
                                                                         From Inception to
                                 Oct. 31,           Oct. 31,             Oct. 31,
                                 2000     Change     1999       Change    1998
                              ------------------------------------------------------------
<S>                           <C>         <C>       <C>           <C>      <C>
Sales                          1,999,103  +74.7%    1,144,122     NMF      54,032
Cost of Sales                  1,055,268  +56.4%      593,909     NMF      15,170
Gross Profit                     943,835  +101.1%     550,213     NMF      38,862
 Percentage of Sales                47.2%                48.1%               71.2%
General & Administrative
 Expense                       2,001,328  -36.5%    3,152,748     NMF     320,581
 Percentage of Sales               100.1%               275.6%              493.3%
Research and Development         115,023  +42.2%       80,915     NMF      13,315
Percentage of Sales                  5.7%                 7.1%               24.6%
Depreciation & Amortization      155,500    9.4%      142,112     NMF       9,814
 Percentage of Sales                 7.8%                12.4%               18.2%
Operating Income (loss)       (1,172,516)          (2,683,450)    NMF    (304,848)
 Percentage of Sales               58.65%               209.7%              564.2%
Gain on Sale of Investment       108,000
Net Interest Expense                 730                2,954                 697
Net Income (Loss)             (1,065,244)          (2,686,404)           (305,545)
</TABLE>

Fiscal 2000 Compared with Fiscal 1999

Our sales increased from $1.144 million to $1.999 million, a gain of 74.7%. On
May 4, 2000, the selling price of our principal product, the "Premium Plan" was
increased from $1,295 to $1,495. This accounted for approximately $82,000 or
9.6% of the year's revenue gain. The remainder of the sales gain is attributable
to an increase in the number of sales and sale support personnel.

Cost of Sales rose 56.4% from $593,909 or 51.9% of sales to $1,055,268 or 52.8%
of sales. This is the result of an increase in the number of sales personnel
partially offset by a reduction in sales force productivity. The reduced
productivity was the result of a de-emphasizing the use of e-mail to generate
sales leads. This was made necessary by consumer objections to non-requested
e-mail sales solicitations.

General and administrative expenses declined 36.5% falling from $3,152,748 or
275.6% of sales to $2,001,328 or 100.1% of sales. Included in general and
administrative expense is stock-based compensation to David Smith in the amount
of $900,000 in 2000 and $1,991,250 in 1999. Excluding this compensation to David
Smith, general and administrative expenses decreased from $1,161,498 to
$1,101,328, a decrease of 5.2% and was 101.5% of sales in 1999 and 55.1% of
sales in 2000. This improvement is due primarily to spreading these costs over a
higher sales volume.

Research and development expenses increased 42.2% rising from $90,915 to
$155,500 but declined from 7.9% of sales to 7.8% of sales. This increase, most
of which occurred in the latter half of the fiscal year, is attributable to
costs incurred in developing our RFQ product. All research and development
expenses to date have been expensed.

In fiscal 2000, we realized a profit of $108,000 from the sale of a portion of
the stock of a subsidiary. We still had a 20% interest in the stock of this
entity, but it is carried on the books at no cost and, so far as we know, the
business has no operations at the current time.

Our net loss declined to $1,065,244 in 2000 as compared to $2,686,206 in 1999.
The primary factors in the loss reduction were (1) the gain in the amount of
$108,000 on the sale of a portion of the stock of a subsidiary and (2) decrease
of a stock-based compensation charge of $900,000 in 2000 and $1,991,250 in 1999
with respect to payments of David Smith.

<PAGE>

1999 COMPARED WITH 1998

Comparisons of fiscal 1999 with fiscal 1998 are of little significance since we
were formed in the latter year and spent most of our time developing our
systems, acquiring equipment and facilities, and hiring and training personnel.
Sales increased significantly in 1999 due to the addition of sales persons and
increased sales productivity.

Gross profit increased sharply, but declined as a percentage of revenues as we
added to corporate support personnel.

General and administrative expenses increased $2,382,167. Of this amount,
$1,991,250 was in the form of stock-based compensation paid to David Smith.
Excluding this item, general and administrative expenses increased from $320,581
to $1,961,498. This was attributable primarily to a move to larger office space
and a higher employee count.

Depreciation and amortization increased primarily due to an increase in the
number of computer work stations needed by sales personnel, but also to a
decision to write off purchased computer programs more rapidly.

Net Loss increased from $(304,848) to $(2,868,404). This was due primarily to
the stock based compensation of $1,961,498 paid to David Smith.

LIQUIDITY AND CAPITAL RESOURCES

Selected Financial Data
<TABLE>
<CAPTION>
                                                     Year Ended
                                       Oct. 31, 2000            Oct. 31, 1999
                                     -------------------------------------------
<S>                                    <C>                      <C>
Net cash provided (used) by
 continuing operating activities       $   82,036               $ (229,254)
Net cash provided (used) by
 investing activities                  $ (110,251)              $ (104,140)
Net cash provided (used) by
 financing activities                  $   (8,695)              $  397,503
Working Capital                        $ (146,836)              $   33,729
Total Debt                             $   13,853               $   22,548
Shareholder's equity                   $  216,441               $  381,685
</TABLE>

Cash flow from operating activities was $82,036 as compared to a deficit of
$229,254 in the preceding year. The improvement was the result of a reduced
operating loss in fiscal 2000 and profit of $108,000 from the sale of 80% of the
stock of its subsidiary, Global GPP Corporation. Expenses during fiscal 2000
included $104,179 related to the marketing of Global GPP. These expenses have
been discontinued.

Cash flows from investing related primarily to the purchase of equipment during
the period. The equipment purchased was primarily computer work stations, a back
up power generator, and Internet hosting equipment.

Cash flows from financing activities included $8,695 for debt repayment.

<PAGE>

Outlook

Subsequent to the close of the fiscal year, we entered into an SBA-guaranteed
bank loan in the amount of $290,000. All of our physical assets were offered as
security for this loan. The proceeds were used to increase working capital and
to reduce accounts payable that had increased to finance a move to a new
facility. We moved into our present facilities in October 2000. This new
facility presently has 14,500 square feet as compared to 3,000 in the prior
facility. We believe that it has sufficient room to increase our present staff
from 28 to approximately 100 and that it will be adequate for the foreseeable
future.

Our general method of operation calls for cash payments in advance of performing
most web site visibility enhancement services. As a result, we usually have only
minimal inventories and receivables. This facilitates financing growth. We
expect growth of our web site visibility enhancement product to result primarily
from additions to our sales force. We plan to increase our sales support staff
from the current level of 28 to approximately 35 by the end of the current
fiscal year. It generally takes three to six months for newly hired sales
personnel to become productive and to cover the cost of their base wage,
insurance, and related expenses. The rate of sales force additions may be scaled
back if cash flow from operations and/or external financing are not available to
finance the expansion.

We have in place the necessary computer equipment and programs to serve the new
RTC Hosting and RFQ products. Sales efforts for these products are being
conducted primarily by David Smith and several other employees. Our programming
staff is continuing to work to improve and maintain these products. As is the
case with our web site visibility programs, payments for RTC Hosting and RFQ are
required at the time of sale and we expect that there will be little investment
required for inventories or receivables. However, since our business model calls
for a three month trial period before completion of the sale it may be a number
of months before we generate significant revenues from these products, even if a
large number of companies sign up for the program.

If we continue to operate at a loss during the current year, additional debt or
equity financing will be required and there can be no assurance that such
financing will be available.

<PAGE>

Item 7A. 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 8. Financial Statements and Supplementary Data
------------------------------------------------------------

The financial statements of the Company, together with the report of auditors,
are included in this report after the signature pages.

Item 9.   Changes In and Disagreements With Accountants on
          Accounting and Financial Disclosure
-----------------------------------------------------------

The Company's accountant is Gately & Associates, LLC of Florida. The Company
does not presently intend to change accountants. At no time has there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

Varma & Associates, C.P.A. ("Varma") was replaced by Gately & Associates, LLC as
the independent auditor for the Company on December 15, 2000. The partner in
charge of Gately & Associates, LLC, James Gately, was the partner in charge of
the Company's audit with Varma & Associates. Mr. Gately has continued as auditor
of Roanoke and has accepted the responsibility for the audit of the prior period
as indicated in the Independent Auditors report. At no time has there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statements disclosure or auding scope or
procedure.


<PAGE>

                                    PART III
                                    --------

Item 10. Directors, Executive Officers, Promoters and
         Control Persons: Compliance With Section 16(a) of
         the Exchange Act
------------------------------------------------------------

The directors and officers of the Company and its subsidiaries, as of October
31, 2000, are set forth below. The directors hold office for their respective
term and until their successors are duly elected and qualified. Vacancies in the
existing Board are filled by a majority vote of the remaining directors. The
officers serve at the will of the Board of Directors.

<TABLE>
<CAPTION>
                                         With Company
Name                        Age          Position
--------------------                     -----------------------------
<S>                         <C>          <C>
David L. Smith, Jr.         44           Chief Executive Officer,
                                         President and Director
Glenn L. Canady             36           Vice President-Operations,
                                         Director
Edwin E. Foster, Jr.        51           Secretary and Director
</TABLE>

Each of our directors will hold office until the next annual meeting of our
stockholders and until his or her successor is elected and qualified or until
his or her earlier resignation or removal. Each officer serves at the discretion
of our Board of Directors.

David L. Smith, Jr. was born and raised in Durham, North Carolina. He attended
East Carolina University from 1973 to 1976 where he majored in business with a
minor in physical education. He received an athletic scholarship in wrestling to
East Carolina University and left school prior to obtaining his college degree
to train for the 1976 Summer Olympics. From 1992 through 1995, David was the
sole owner of a company called DJ Distributors, a sole proprietorship based in
Roanoke Rapids, North Carolina. This company was a direct sales organization
involved in reselling vacuum cleaners. In 1995, DJ Distributors was no longer
involved in direct sales. David used this company to start an Internet business
developing web sites for companies. In October of 1997, David formed Top 10
Promotions, Inc., a Virginia corporation to continue the business of DJ
Distributors. Effective May 28, 1998, we acquired all the shares of Top 10
Promotions, Inc. (which became our wholly owned subsidiary) and appointed David
our President, Chief Executive Officer and one of our directors.

Glenn L. Canady began working for us as Vice President on March 1, 1999. In
1986, he received his Bachelor of Science Degree in Mechanical Engineering from
Louisiana Tech University. In 1987, he received a Masters in Mechanical
Engineering from Georgia Tech University. He started his professional career in
1988 as an Engineer with General Dynamics in Fort Worth, Texas. His
responsibilities included system integration and design support for several
secret military aircraft using sophisticated CAD/CAM systems. He was promoted to
Senior Engineer in 1989 during his work on the computerized mock-up of the A-12
prototype bomber for the United States Navy. In 1992, Glenn formed and was the
owner of a company called Ultragrafix Unlimited Inc. based in Arlington, Texas.
Ultragrafix developed, manufactured and marketed a series of prints, software,
and books using computer designed random dot stereograms. In 1996, Ultragrafix
was acquired by a company, Global Tech 2000, based in Arlington, Texas. Global
Tech 2000 marketed products and services on the Internet. In 1998, Global Tech
2000 started selling web site promotions for us and quickly became our number
one reseller. Glenn resigned his position as President of Global Tech 2000 in
February 1999.

Edwin E. Foster, Jr. began working for us as Secretary in June 1999. In 1970, he
received a Bachelor of Science Degree in Biology from Syracuse University. In
1971, he graduated from the Simmons School of Funeral Service in Syracuse, New
York. For the next 10 years, he worked in the funeral services industry. In
1980, he started working in a placement service firm in the Wall Street area of
New York City. Thereafter, he formed a personnel services company with 3 other
shareholders under the name FMD&J, Inc. He worked for this company for
approximately 8 years. In 1990, he took a position in a pharmaceutical research
consulting firm called NJC Enterprises, Ltd. In 1993, the company moved to
Research Triangle Park in North Carolina. He was in charge of the entire company
relocation including, but not limited to, office site selection, equipment
purchasing, move and set up, staffing and computer network establishment. In
1995, he became the Vice President of Administration and Finance. Ed retired
from the company in 1997 and continued his retirement until he assumed his
duties with Roanoke Technology Corp. in June, 1999.

<PAGE>

COMMITTEES OF THE BOARD

We presently do not have any committees.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

On January 16, 2001, we filed Form 3's for Messrs. Smith, Canady and Foster.
Such Form 3's were filed late. A Form 5 will not be filed for our fiscal year
ended October 31, 2000 since all reportable transactions for this fiscal year
were reported on Form 3's filed with the Commission.

Item 11. Executive Compensation
--------------------------------

The following table sets forth the annual and long-term compensation for
services in all capabilities to the Company.
<TABLE>
<CAPTION>
Name & Position            Year    Salary       Bonus      Other       Annual Long Term
                                                         Compensation     Compensation
                           --------------------------------------------------------------
<S>                        <C>     <C>           <C>        <C>               <C>
David L. Smith Jr. (1)     2000    $150,000      -0-         (1)              -0-
President and Director     1999    $120,000      -0-         (1)              -0-

Glenn Canady               2000    $120,000      -0-         -0-              -0-
Vice President and
 Director                  1999    $ 53,077      (2)(3)     $1,000            -0-

Edwin Foster, Jr.(4)(5)    2000    $ 72,020      -0-         -0-              -0-
Secretary and Director     1999    $ 18,000      -0-         -0-              -0-

Ryan Brown(6)              2000    $ 92,923      -0-         -0-              -0-
Programer                  1999    $ 33,461      -0-         -0-              -0-
</TABLE>

<PAGE>

(1)In fiscal 2000, David received 1,500,000 of our restricted common shares per
his employment agreement. The shares were valued at $.60 per shares for a total
of $900,000. In fiscal 1999, David received 750,000 of our restricted shares due
to the fact that we exceeded $200,000 in revenues for the first 3 month period
of 1999 and 100,00 of our restricted shares due to the Company surpassing
$1,000,000 in gross revenues for such fiscal year pursuant to the terms of his
employment agreement. Such shares received by him would normally be valued at
the trading price at the time he received the shares ($1.75) in accordance with
APB Opinion No. 25, "Accounting for Stock Issued to Employees." However, this
standard considers the discounting of stock when such stock is restricted; the
company's stock was thinly traded and the number of shares to be traded on the
market (750,000) would greatly devalue the stock. Therefore, the method used was
as follows: Initial price of $1.75; discounted 10% in lieu of the 2 year
restriction. Based on this, the value is $1,181,250.

In addition, David Smith received 100,000 shares of restricted common stock. The
trading price was $9.00 per share discounted by 10% for a total value of
$180,000.

Since the beginning of fiscal 2000, David has received 1,500,000 of our
restricted shares pursuant to his execution of a new 3 year employment agreement
with us in August 2000. Such shares received by him would normally be valued at
the trading price at the time he received the shares ($0.25) in accordance with
APB Opinion No. 25, "Accounting for Stock Issued to Employees." However, this
standard considers the discounting of stock when such stock is restricted; our
stock was thinly traded and the number of shares to be traded on the market
(1,500,000) would greatly devalue the stock. Therefore, the method used was as
follows: Initial price of $0.25; discounted 10% in lieu of the restriction.
Based on this, the value is $337,500.

(2) Glenn's salary was based on $60,000 per year until June 3, 1999. He
commenced employment during fiscal year 1999. Increased to $80,000 per year as
of June 4, 1999. Further increased to $100,000 per year as of August 27, 1999.
On June 30, 2000 his salary was adjusted per his employment agreement to
$120,000 as we had revenues of $2,000,000 over the preceding 12 month period.
Glenn also received sales commissions of $29,027.63 in 1999 and $9862.50 in
2000. He is no longer eligible to receive sales commission compensation. He
received $1000 in fees in 1999 for writing two articles.

(3) Glenn's employment agreement provides for the option of purchasing 200,000
shares of common stock at $1.00 per share as follows: The option shall accrue in
equal annual increments for each 12 months of service over the next 4 years from
the agreement dated March 1, 1999. Each annual increment shall relate to 50,000
shares. All shares are restricted for a 1 year period from when we issue the
shares to Glenn. Thereafter, the shares can be sold in accordance with Rule 144
of the 1933 Securities Act.

(4) Ed's salary was based on $52,000 per year for fiscal year 1999. Effective
December 1, 1999, Ed's salary was increased to $72,020 per year. Effective
October 1, 2000, Ed's salary was increased to $82,160 per year. In January 2000,
Ed entered into a Stock Option Agreement with the Company whereby he was granted
options to purchase 100,000 shares of the Company's common stock at an exercise
price of $1.00 each. To date he has not exercised any such options.

(5) The Company made loans to Ed during May and June 2000 totaling $22,932. The
loans accrue interest at the rate of 7.5% per annum and all accrued interest and
principal are payable in full on or before October 31, 2001.

(6) Ryan's employment commenced June 24, 1999. He worked full time through
August 1999 and resumed his educational studies in September 1999. He is
presently required to work thirty hours per week. His salary is based on $60,000
per year. Ryan has a stock option agreement which provides for the option of
purchasing 200,000 shares of common stock at $1.00 per share as follows: The
option shall accrue in equal annual increments for each 12 months of service
over the next 4 years commencing July 1999. Each annual increment shall relate
to 50,000 shares. All shares are restricted for a 1 year period from when we
issue the shares to Ryan. Thereafter, the shares can be sold in accordance with
Rule 144 of the 1933 Securities Act.

<PAGE>

Compensation of Directors

The Directors of our Company do not receive compensation for their services as
directors but may be reimbursed for their reasonable expenses for attending
Board meetings.

Item 12. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

The following table sets forth as of February 9, 2001, information with respect
to the beneficial ownership of the Company's Common Stock by (i) each person
known by the Company to own beneficially 5% or more of such stock, (ii) each
Director of the Company who owns any Common Stock, and (iii) all Directors and
Officers as a group, together with their percentage of beneficial holdings of
the outstanding shares.

<TABLE>
<CAPTION>
                                   Number of Shares of
Name of Beneficial Owner/          Common Stock               % of Beneficial
Identity of Group                  Beneficially Owned         Ownership
--------------------------------------------------------------------------------
<S>                             <C>                                <C>
David L. Smith, Jr.             6,853,732(1)                       46.14%
Glenn Canady                       20,000(1)                           *%
Edwin E. Foster, Jr                   500(2)                           *%

All executive officers and      6,874,232                          46.27%
directors as a group (3 persons)

*Less than 1%.
</TABLE>

(1) David acquired his shares as follows: 500,000 on May 28, 1998 in accordance
with the acquisition of Top-10 Promotions, Inc. David was the sole shareholder
of Top-10; 2,000,000 on October 1, 1998 as compensation for services rendered;
750,000 on November 1, 1998 as compensation for services rendered per agreement
with us; 2,650,000 on May 11, 1999 based on a purchase of shares from James Lee,
the founder of our Company; 100,000 on September 2, 1999 as compensation for
services rendered per agreement with us; and 1,500,000 on August 22, 2000 as
compensation for services rendered per David agreeing to sign an amended
employment agreement. Subsequently on June 18, 1999, in a private transaction,
David transferred 15,000 shares to Glenn at a price of $1.00 per share; on
August 5, 1999, in private transactions, David transferred the following
additional shares: (i) 5,000 shares to Glenn at a price of $1.00 per share; (ii)
15,000 shares to Mark Canady (Glenn's brother) and one of our employees at a
price of $1.00 per share; and 11,268 shares to Davin McAteer, one of our
employees at a price of $4.25 per share.

The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock. Edwin Foster, Jr. purchased his shares on
the open market.

The addresses for the above individuals is c/o Roanoke Technology Corp., 539
Becker Drive, Roanoke Rapids, NC 27870.

<PAGE>

Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------

The Company made loans to Ed during May and June 2000 totaling $22,932. The
loans accrue interest at the rate of 7.5% per annum and all accrued interest and
principal are payable in full on or before October 31, 2001.

Our legal counsel, Richard I. Anslow represented both Offshore Software
Development Corp. and us in an Asset Purchase Agreement in March 1999. Offshore
and the Company both signed waivers of such conflict of interest so that Mr.
Anslow could represent both parties. Mr. Anslow received an additional 22,500 of
our shares based on the Asset Purchase Agreement since he previously held 25,000
shares of Offshore prior to the Asset Purchase Agreement.

<PAGE>

                                    PART IV
                                   ---------

Item 14. Exhibits and Reports on Form 8-K
------------------------------------------

(a)  The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules
     immediately following the signature pages of this report.

2.   Financial statement schedules; see index to financial statements and
     schedules immediately following the signature pages of this report.

3.   Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.

3.1  Certificate of Incorporation, as amended (1)

3.2  Bylaws, as amended (1)

10.1 March 30, 1999 Asset Purchase Agreement and Share Exchnage with Offshore
     Software Development Ltd. (1)

10.2 May 28, 1998 Stock Purchase Agreement and Share Exchange with Top 10
     Promotions, Inc. (1)

10.3 Articles of Merger and Plan of Merger of Top 10 Promotions, Inc. and
     Roanoke Technology Corp. (1)

10.4 Amended Employment Agreement - David L. Smith, Jr. (2)

10.5 Employment Agreeement - Glenn Canady (2)

(1)        Incorporated by reference to the Registrant's
           Form 10-SB, filed on July 15, 1999
           (SEC File No. (000-26715).

(2)        Incorporated by reference to the Registrant's
           SB-2, filed on October 18, 2000
           (SEC File No. (333-48142).

(b)        Reports on Form 8-K
           We did not file any reports on Form 8-K for the
           fiscal year ended October 31, 2000.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                        ROANOKE TECHNOLOGY CORP.

                        By: /s/ David L. Smith, Jr.
                        -----------------------------
                         David L. Smith, Jr.
                         President, Chief Executive
                         Officer and Director

Dated: April 20, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name                         Title                                      Date
----                         -----                                      ----
<S>                          <C>                                     <C>
/s/ David L. Smith, Jr.      President, Chief Executive Officer,     April 20, 2001
-----------------------      and Director
    David L. Smith, Jr.

/s/ Glenn L. Canady          Vice President of Operations,           April 20, 2001
-----------------------      and Director
    Glenn L. Canady

                             Secretary and Director                  April 20, 2001
------------------------
    Edwin Foster
</TABLE>

<PAGE>

                            ROANOKE TECHNOLOGY CORP.

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                OCTOBER 31, 2000

<PAGE>

                            ROANOKE TECHNOLOGY CORP.
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS                             Page #
<S>                                              <C>
     Independent Auditors Report                 1

     Balance Sheets                              2 - 3
     As of October 31, 2000 and 1999

     Statements of Operations                    4
     For the Twelve Months Ended
     October 31, 2000 and 1999

     Statement of Stockholders' Equity           5
     As of October 31, 2000 and 1999

     Statements of Cash Flow                     6
     For the Twelve Months Ended
     October 31, 2000 and 1999

     Notes to the Financial Statements           7-12

</TABLE>
<PAGE>

                           Independent Auditors Report

To the Board of Directors and Stockholders
Roanoke Technology Corporation
Roanoke Rapids, North Carolina

We have audited the accompanying balance sheet of Roanoke Technology
Corporation, as of October 31, 2000 and 1999, and the related statements of
operations, capital surplus and cash flows for the twelve months then ended
October 31, 2000 and 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Roanoke Technology Corporation,
as of October 31, 2000 and 1999, and the results of its operations and its cash
flows for the months then ended in conformity with generally accepted accounting
principles.

/s/  Gately & Associates, LLC
-----------------------------------
     Gately & Associates, LLC
     Certified Public Accountants
     Orlando, Florida
     December 15, 2000

<PAGE>


                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                                 BALANCE SHEETS
                   As of October 31, 2000 and October 31, 1999
<TABLE>
<CAPTION>
                                     ASSETS
                                              2000                       1999
                                          -----------                -----------
<S>                                       <C>                       <C>
CURRENT ASSETS
  Cash                                    $    40,994               $   77,904
  Accounts receivable                          57,860                        0
  Less: allowance for doubtful accounts         2,900                        0
                                           -----------               -----------
     Total Current Assets                      95,954                   77,904

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements       274,749                 164,498
   Less: accumulated depreciation              65,956                  21,490
                                           -----------              -----------

      Total Property and Equipment            208,793                 143,008

OTHER ASSETS

   Organization costs                           1,000                   1,000
   Goodwill                                    19,614                  19,614
   Software                                   313,000                 313,000
   Less: Accumulated amortization             181,386                  70,353
                                           -----------               ----------
   Net intangibles                            152,228                 263,261
   Deposits                                     8,950                   1,500
                                           ------------               ---------
      Total Other Assets                      161,178                 264,761

           TOTAL ASSETS                   $   465,925               $ 485,673
                                           ============              ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses  $  235,630                $  37,415
   Current maturity of long-term debt          7,200                    6,760
                                          -----------                ----------
      Total current liabilities              242,830                   44,175

LONG TERM LIABILITIES

   Long term debt                             13,854                   22,548
   Less: current portion                       7,200                    6,760
                                          -----------                ----------
     Total long term liabilities               6,654                   15,788

Deferred Revenue                                   0                   44,025
                                          -----------                ----------
       TOTAL LIABILITIES                     249,484                  103,988

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

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    50,000,000 shares authorized;
    12,830,183 issued
    and outstanding                           1,283                     1,133
   Additional paid-in capital             4,272,351                 3,372,501
   Retained earnings                     (4,057,193)               (2,991,949)
                                         -----------              ------------
       TOTAL STOCKHOLDERS' EQUITY           216,441                   381,685
                                         -----------              ------------

       TOTAL LIABILITIES AND EQUITY      $  465,925              $    485,673
                                        =============             =============
</TABLE>

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                            STATEMENTS OF OPERATIONS
              For the Twelve Months Ended October 31, 2000 and 1999
<TABLE>
<CAPTION>
                                         2000                    1999
                                         ----------              -----------
<S>                                     <C>                      <C>
REVENUE
  Sales                                 $ 1,999,103              $ 1,144,122
  Cost of sales                           1,055,268                  593,909
                                         ----------              -----------
GROSS PROFIT                                943,835                  550,213

GENERAL & ADMINISTRATIVE EXPENSES         2,001,328                3,152,748
RESEARCH & DEVELOPMENT                      115,023                   80,915
                                         ----------              -----------
INCOME (LOSS) FROM OPERATION             (1,172,516)              (2,683,450)

OTHER INCOME AND (EXPENSE)

   Interest - net                              (728)                  (2,954)
   Gain on sale of stock                    108,000                        0
                                         ----------              -----------
   Total Other                              107,272                   (2,954)
                                         ----------              -----------

NET INCOME (LOSS)                       $(1,065,244)             $(2,686,404)
                                         ==========              ===========

NET EARNINGS PER SHARE
   Basic and Diluted
      Net loss per share                       (.09)                    (.26)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding       11,580,183               10,330,206

</TABLE>

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                             As of October 31, 2000
<TABLE>
<CAPTION>
                                                       ADDITIONAL
                                    COMMON STOCK       PAID
                                 SHARES     AMOUNT     CAPITAL       DEFICIT      TOTAL
                          ----------------------------------------------------------------
<S>                            <C>           <C>      <C>        <C>           <C>
Issuance for services          1,525,000     $  153    $  59,323 $          0 $   59,476
Acquisition                      500,000         50       19,450                  19,500
First offering                   800,000         80       19,920                  20,000
Second offering                1,000,000        100       49,900                  50,000
Third offering                   880,000         88       87,912                  88,000
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 $   (305,545)$   55,256

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

Officer compensation            1,500,000        150     899,850                 900,000
Net loss for the year                                             (1,065,244) (1,065,244)
                           ---------------------------------------------------------------
Balance at October 31, 2000    12,830,183     $1,283  $4,272,351 $(4,057,193)  $ 216,441
                           ===============================================================
</TABLE>

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
             For the Twelve Months ending October 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                        2000                  1999
                                                     -----------           -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>                   <C>
   Net income (loss)                                $ (1,065,244)         $(2,686,404)

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

   Gain on Investment                                  (108,000)                   0
   Loss on impaired asset                                     0              275,075
   Depreciation and amortization                        155,500              142,112
   Stock issued for services                            900,000            2,028,063
  (Increase) decrease in employee advance                                      1,000
  (Increase) decrease in accounts receivable            (54,960)                   0
   Increase (decrease) in payables & accrued expenses   198,215               28,900
   Increase (decrease) in deposits                       (7,450)                   0
   Increase (decrease) in deferred revenue              (44,025)                   0
                                                      ----------            -----------
      Total adjustments to net income                 1,039,280            2,457,150
                                                      ----------            -----------

   Net cash flows from operations                       (25,964)             (229,254)

CASH FLOWS FROM INVESTING ACTIVITIES

   Cash received from sale of investment                108,000                     0
   Capital expenditures on equipment                   (110,251)            (104,140)
                                                      -----------           -----------
   Net cash flows from investing                         (2,251)            (104,140)
                                                      -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of common stock                     0              407,770
   Payments on notes                                     (8,695)             (10,267)
                                                      -----------           ----------
   Net cash flows from financing                         (8,695)             397,503
                                                      -----------           ----------
CASH RECONCILIATION

   Net increase (decrease) in cash                       (36,910)             64,109
   Cash at beginning of year                              77,904              13,795
                                                       ----------           ----------
CASH BALANCE AT OCTOBER 31, 2000                       $ 40,994             $ 77,904
                                                      ===========           ==========

</TABLE>
                       (See Independent Auditor's Report)

<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 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 adopted 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 1,500,000
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
current periods in order to match the compensation expense with the time in
which it was earned. In accordance with the tax accounting, the compensation
will not be deductible until the President sells those shares. The shares are
restricted from sale for a period of two years from the date of issuance and are
accounted for at their fair value.

2. Going Concern:
   --------------

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has suffered losses
from operations and may require additional capital to continue as a going
concern as The Company develops its new markets. Management believes The Company
will continue as a going concern in its current market and is actively marketing
its services which would enable The Company to meet its obligations and provide
additional funds for continued new service development. In addition, management
is currently negotiating several additional contracts for its services.
Management is also embarking on other strategic initiatives to expand its
business opportunities. However, there can be no assurance these activities will
be successful.

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

Accounts receivable historically have been immaterial as The Company's policy is
to have the software that it sells paid for in advance. As of the balance sheet
date there were no deposits paid in advance.

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

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

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

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

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:

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.

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

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

<TABLE>
<CAPTION>
For the quarter ending October 31, 2000        For the year ending October 31, 1999
---------------------------------------        ------------------------------------
YEAR                    AMOUNT                            YEAR               AMOUNT
----                    ------                            ----               ------
<S>                      <C>                             <C>                   <C>
2001                     7,200                            2000                6,760
2002                     4,995                            2001                7,803
2003                     1,659                            2002                5,710
2004                         0                            2003                2,275
2005                         0                            2004                    0
</TABLE>

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

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

The Company also rents a house for the convenience of Company employees that are
relocating to the area and out of town business guests. The house also serves as
a satellite office as added security for computer system continuation in the
event that the main office should encounter problems with their system. The
house has monthly payments of $1,200. The lease term is eighteen months
beginning March 1, 1999 and ending on August 31, 2001.

The Company also leases its phone systems, internet lines and various equipment
 . The lease terms range from month to month leases to leases with a term of
sixty months. All long - term leases include an upgrade clause of which
management intends to upgrade technology when available. For this reason, The
Company considers all of these types of lease arrangements as operating.
Currently the lease costs are at $33,800 per year and shown as part of cost of
sales.

9. Stockholders' Equity:
   ---------------------

Preferred Stock
---------------

The Company has been authorized 10,000,000 shares of preferred stock at $.0001
par value. As of October 31, 2000, none of these shares had been issued and the
limitations, rights, and preferences were yet to be determined by the Board of
Directors.

Common Stock
------------

During the period ending October 1998, the Board of Directors issued 1,525,000
shares of restricted common stock to The Company's officer's, and legal counsel
in exchange for services, and issued 500,000 shares of restricted common stock
in the acquisition of Top-10 Promotions, Inc.

In addition to the restricted shares issued, The Company 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.

Stock Incentive Plans

On March 1, 1999, The Company entered into a stock option agreement with the
Director of Operation, Glenn Canady, as noted in footnote number eleven. The
Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25) and related Interpretations in accounting
for its employee stock options.

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

10. Acquisitions:
    -------------

On March 30, 1999 The Company acquired assets of Offshore 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 Technologies 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 two year employment contract with the former
owner of Top-10 Promotions. The contract provides for: salary not to exceed
$10,000 per month (with not more than a 3% salary increase provided The Company
is profitable by at least twice the amount of the salary increase); quarterly
bonus of 30% of the net income before income tax of The Company; standard
non-competition clause; an option to renew the employment agreement for an
additional two year term (provided he is not in default under the employment
agreement); and the following management incentives: for fiscal year ending
September 30, 1999 (a) 100,000 "restricted" shares if the surviving corporation
has $2 million in gross revenues; (b) 100,000 "restricted" shares if The Company
has $400,000 in after tax earnings. The shares have been issued at a market
value of $810,000.

On November 1, 1998 The Company's management approved the issuance of 750,000
shares of restricted common shares of The Company to the former owner of Top-10
Promotions for attaining gross revenues in excess $200,000.00 or more in sales
for the first three month period of 1999. The shares have been issued at a
market value of $1,181,250.

The Company has entered into an employment agreement with The Company's Director
of Operations on March 1, 1999. The agreement calls for a contract period of
four years upon which The Director will be paid an annual salary of $60,000 with
standard company commissions and bonuses. The salary will adjust to $80,000 at
June 4th 1999. In addition the director's salary shall increase to $100,000 at
the time The Company's gross revenues exceed $1,000,000 during any twelve month
period and $120,000 once The Company's gross revenues exceed $2,000,000 during
any twelve month period. Upon the director's salary increasing to $80,000 or
above, the director shall no longer be entitled to commissions and bonuses.

In addition to the above mentioned, the director will be granted stock options
in The Company at an exercise price of $1.00 per share of common stock in the
amount of 50,000 shares per year, after each year's service, for a four year
period. Such shares will be restricted for a two year period from the date of
issuance.

The Company will account for these options during the time that they are earned
in accordance with APB Opinion No. 25. At the present time, the fair value of
these options are not in excess of the exercise price and not exercisable;
therefore there is no compensation expense to record. A determination of the
fair value of these options may be extended to the end of the current fiscal
year. Other conditions are included in this employment agreement, but remain
immaterial to the financial statements.

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

The Company accrues payroll and income taxes. The Company, currently a
C-Corporation, accounts for income taxes in accordance with Statements on
Financial Accounting Standards 109. As of October 31, 2000, The Company had a
deferred tax asset in the amount of approximately $440,000 that is derived from
a net operating tax loss carryforward associated with stock compensation. The
deferred tax assets will expire during the years ending October 31, 2018 and
2019 in the amounts of $40,000 and $400,000 respectively. It is uncertain as to
when this compensation will be deductible as it can only be deducted for tax
purposes when the officers sell the respective shares.

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

The Company paid interest in the amount of $2,882 during the twelve months ended
October 31, 2000 and $2,954 during the twelve months ending October 31, 1999.
The Company had no income tax payments due and did not pay any income tax
amounts during the period. The Company issued 1,500,000 shares of common stock
as compensation to the president. This transaction represents a non-cash charge
of $900,000.

Non-cash transactions include stock based employee compensation as listed in the
financial statements, the acquisition of the assets of Offshore Software
Development Ltd. for stock in The Company and the retirement of note payables of
the initial funding of The Company upon acquisition of Top-10 as a contribution
to additional paid in capital.

The Company acquired assets from "Offshore" by the issuance of stock for a value
of $630,000. An 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 flows expected from intangible assets. Amortization
expenses will drop by $8,583 per month. This impairment loss was a non-cash
loss.

14.  Litigation, claims and assessments:
     -----------------------------------

There are various lawsuits and claims pending against The Company. Management
believes that any ultimate liability resulting from those actions or claims will
not have a material adverse affect on The Company's results of operations,
financial position or liquidity. The following is management's disclosure
regarding litigation, claims and assessments:

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

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

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

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

RTCHosting Corp (RTCH) is a wholly owned subsidiary of The Company. RTCH was
incorporated on June 12, 2000 in the state of North Carolina. RTCH has 1,000
common shares authorized with no par value and 100 common shares outstanding.
The Company has determined that separate financial statements and other
disclosures concerning 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 assets,
liabilities or owners

16. Subsequent event:
    -----------------

On November 7, 2000, The Company entered into a loan agreement with First
International Bank, Hartford, CT. The U.S. Small Business Administration is the
guarantor on this loan in the amount of $290,000. The initial interest rate, a
variable rate, is 11.50% per year. This initial rate is the prime rate on the
date The U.S. Small Business Administration received the loan application, plus
two percent. The Company must pay principal and interest payments of $5,042.08
every month, beginning two months from the date of the note. Payments will be
made on the first calendar day in the months that they are due. The note has a
term of seven years with a late fee of up to four percent of the unpaid portion
of the regularly scheduled payment. The President of The Company maintains a
life insurance policy as required by loan agreement. The following is a schedule
of the intended use of funds received:
<TABLE>
<S>                                 <C>
Leasehold improvements               $120,000
Fixtures                              109,000
Equipment                              47,000
Working capital                        14,000
                                    ---------
Total                               $ 290,000
</TABLE>


17. Reclassification:
    -----------------

The Company's management has decided to reclassify certain items in the
Statements of Operations. The Company has reclassified certain amounts as
research and development costs. These costs have been shown separately from
general and administrative costs. The costs are generally comprised of software
development costs. General and administrative costs have also been reclassified
as a one line item in the Statement of Operations.

18. Investments:
    ------------

On March 21, 2000, the Company sold an 80% interest in its wholly owned
subsidiary named Global GPP Corp. ("Global") for $108,000 to Internet Business
International ("IBI"), a Nevada corporation. Global, a North Carolina
corporation, was incorporated on january 11, 2000 for the purpose of holding
rights to certain internet services developed by the Company. Global had no
significant activity other than organization costs which were expensed when
incurred. IBI agreed to fund its 80% interest with the purchase of $200,000
worth of computer equipment from an IBM solutions provider in Hungary. IBI also
agreed to fund their 80% interest with $192,000 of working capital. Within the
purchase agreement, the Company agreed to the responsibility of : manage the
Global web site; any and all web site modifications; the server housing of the
web site; all necessary and required connections to the internet and the power
for operating the web site. Global agrees to reimburse the Company for such
services at industry standard rates, which must be approved by IBI.  The Company
retains 20% of Global and values it at its cost.