## UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington,
D.C. 20549

## AMENDMENT NO. 1 TO FORM 10-K

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

For the fiscal year ended October 31, 2002

|[  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|---- | ----------------------------------------------------------------------------------

For the
transition period from   to

Commission File Number
0-26715

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

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

|539 Becker DriveRoanoke Rapids, North Carolina(Address of principal executive offices) | 27870(Zip Code)
|-------------------------------------------------------------------------------------- | ---------------

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------

Securities registered
pursuant to Section 12(g) of the Act:

|Common Stock, $0.001 par value(Title of class)
|----------------------------------------------
|(Title of class)                              

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-K is not
contained herein, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. (  )

Revenues for year ended October 31, 2002:
   
$1,715,387

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of February 11, 2003, was: $614,617.88

Number of shares of the
registrant's common stock outstanding as of February 11,
2003 was: 92,516,383

Transfer Agent as of
February 11, 2003:

Interwest Transfer Co.
1981 East Murray Holladay Road, Suite 100
Salt Lake City, Utah 84117

# 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., 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. 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. 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 and
knowledge regarding search engine indexing algorithms 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. Basically, that is what we do. In addition, we
utilize a suite of custom computer programs that 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
customers 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; $2,686,404 for the year ended October 31, 1999;
$1,065,244 for the year ended October 31, 2000, $1,879,379 for the year ended
October 31, 2001 and $1,550,334 for the year ended October 31, 2002.

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. 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.
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 us; 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.

SERVICES

Our services are designed
to improve the visibility of our customers web sites on the Internet.

Sales of the Premium
Plan and its derivatives accounted for 82.6% of revenues for the fiscal
year 2001 and approximately 80% of revenues for 2002. This plan is sold for
$2,195. This plan was originally sold for $1,295. It was increased to $1,495
effective May 4, 2000,$1,649 effective January 1, 2002, and $2,195 effective
August 7, 2002. 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 engines 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.

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.                                                                                                                                                                                                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | Identify the unique characteristics and patterns associated with each
search engine's robot and indexing practices.                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | Create a customer web page for each term. Each contract will require a creation of approximately 6 to 24
pages.                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | The created web pages are then moved to the customer's web site or server.                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | Create a "referring domain" and web site for the customer that is hosted by
RTC Hosting, a subsidiary of Roanoke Technology Corporation. This referring
domain will attract many of the search engine robots within two weeks of
its creation. The robots will follow links on the referring domain site to
the customer's original site and to the new content pages that were created
and placed on their site as part of our process.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | We verify the placement of the web pages and create a sitemap for the clients site.  We submit the new
content pages and the referring domain site pages to the search engines that do not automatically crawl the site.                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | We also utilize pay for inclusion services offered by the search engine
companies.  For a fee, they will prioritize our customers' web sites in
their editorial queue.  This allows us to obtain rankings much faster
than if we waited for their standard review of the sites.                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | Approximately 4 weeks after we have created the referring domain site and
have completed the applicable 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 two weeks and are
made available to our customers via their own private portal into our customer
service application.

We commit to the following
for our Premium Plan:

|- | We will secure for our customer no less than 10 placements within the
top 20 positions somewhere across the top search engines. The engines
we target consist of the following: Yahoo, Teoma, Excite, Infoseek, HotBot, Lycos, iWon, NBCi, AOL
Netfind, LookSmart, AltaVista, Google, Northern
Light, Magellan, All The Web, Open Directory Project, Netscape, Web
Crawler, Direct Hit, MSN, WiseNut, SplatSearch, Overture, AskJeeves 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 our customer's sites
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.                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | 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 the last submissions were made to the search engines,
Top-10 Promotions will repeat the service at no charge.                                                                                                                                                                                                                                                        

We also offer silver and
gold plans. The same processes are followed except we promote 12 or 24 keywords
respectively. We also guarantee 20 new placements in the search engines for the
silver plan and 30 placements for the gold plan.

Our sales efforts rely
primarily upon our proprietary software programs to generate sales leads that
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 that 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. We discount renewals by 25% of the original promotion price.

In July 2002, we entered
into an agreement with Overture, the leader in pay-for-performance search on the
Internet. We are now an Overture Ambassador, which puts us in a position to
manage our customers advertising campaigns with Overture. Benefits of
being an Overture Ambassador include: ability to manage multiple customer
accounts from one central portal, a dedicated account representative and
prioritization in Overtures editorial queue. We charge our customers a
monthly fee to manage their campaigns. Fees are based on the number of keywords
we manage and the number of times we monitor their bids during a 24-hour period.
Monthly fees range from $80 to $580. Currently we have 4 customers utilizing
this service.

RTCHOSTING CORP

RTCHosting Corp., or RTCH, is our wholly owned subsidiary that was
formed in June 2000. We
currently offer two forms of hosting for our customers. The first form gives the
client the option of using a template driven web-site creation process or using
standard ftp uploads of html pages. This package is $19.99 per month. The second
form of hosting is a template driven system with e-commerce capabilities built
in. This hosting package is $49.95 per month. Both packages allow for add-on
services and packages to suit the customers needs.

TRADEMARKS

Top 10 and
Design and PC Beacon are both registered trademarks with the
United States Patent and Trademark Office. A trademark application for
RTCHosting has been filed with the United States Patent and
Trademark Office as well. The opposition period is completed and a notice of
allowance has been issued.

PERSONNEL

We currently employ 26 full
time employees. They fall into 4 different categories: 2 management, 12 sales, 3
programmers, and 9 support personnel. Sales personnel are compensated on a base
pay plus commission basis.

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
$49 annually it will provide the following: analyze 1 web address; submit 1 web
address to the top 400 search engines; send automatic updates of submission
status and ranking reports.

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.

GENERAL BUSINESS CONDITIONS

There is no apparent
seasonality in our 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. Our
largest single customer accounts for less than one 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         

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:

|      | Year EndingOct. 31, 2002 | Year EndingOctober 31, 2001 | Year EndingOct. 31, 2000
|----- | ------------------------ | --------------------------- | ------------------------
|Total | $323,680                 | $255,274                    | $171,706                

RESEARCH AND DEVELOPMENT EXPENSES

Research and development
costs are considered a continual process and are expensed when incurred. When we
can associate specific costs to a computer software product that has
technological feasibility and research and development activities have been
completed, we 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 Drive, 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

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

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

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

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

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

None.

---

## PART II

---

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

On February 11, 2003, 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 our common stock through October 31, 2002 and as available through
electronic trading services subsequent to such date.

|                 | Common Stock Bid
|---------------- | ----------------
|Fiscal Quarter   | High            
|                 |                 
|January 31, 1999 | $ 7.125         
|April 30, 1999   | $10.00          
|July 31, 1999    | $11.00          
|October 31, 1999 | $ 9.00          
|January 31, 2000 | $ 5.12          
|April 30, 2000   | $ 3.50          
|July 31, 2000    | $ 1.50          
|October 31, 2000 | $ 1.01          
|January 31, 2001 | $ 0.45          
|April 30, 2001   | $ 0.15          
|July 31, 2001    | $ 0.10          
|October 31, 2001 | $ 0.02          
|January 31, 2002 | $ 0.17          
|April 30, 2002   | $ 0.19          
|July 31, 2002    | $ 0.15          
|October 31, 2002 | $ 0.04          

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

|                                                | Twelve Months
Ended October31, 2002 | Twelve Months
Ended October31, 2001 | Twelve Months
Ended October31, 2000 | Twelve Months
Ended October31, 1999
|----------------------------------------------- | ----------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|STATEMENT OF OPERATIONS DATA:                   |                                     |                                     |                                     |                                    
|                                                |                                     |                                     |                                     |                                    
|Total revenues                                  | $ 1,715,387                         | 1,551,609                           | 1,999,103                           | 1,144,122                          
|Operating expenses                              | 1,040,707                           | 742,016                             | 1,055,268                           | 451,797                            
|Gross profit from operations                    | 674,680                             | 809,593                             | 943,835                             | 550,213                            
|General and administrativeexpenses              | 1,831,183                           | 2,403,982                           | 1,845,828                           | 3,152,748                          
|Income (loss) from operations                   | 1,480,183                           | (1,849,663)                         | (1,172,516)                         | (2,683,450)                        
|Other income (expense)                          | (70,151)                            | (29,716)                            | 107,272                             | (2,954)                            
|Net Loss                                        | $(1,550,334)                        | (1,879,379)                         | (1,065,244)                         | (2,686,404)                        
|                                                |                                     |                                     |                                     |                                    
|OTHER DATA:                                     |                                     |                                     |                                     |                                    
|                                                |                                     |                                     |                                     |                                    
|EBITDA (1)                                      | $(1,362,675)                        | (1,688,939)                         | (909,016)                           | (2,541,338)                        
|Net cash provided (used) byoperating activities | (447,540)                           | (313,658)                           | 82,038                              | (229,254)                          
|Net cash provided (used) byinvesting activities | (35,408)                            | (240,471)                           | (110,251)                           | (104,140)                          
|Net cash provided (used) infinancing activities | 501,500                             | 513,170                             | (8,695)                             | 397,503                            
|Net book value per share                        | (.02)                               | (.01)                               | .02                                 | 0.03                               
|Basic earnings (loss) per share                 | (.04)                               | (.21)                               | .01                                 | .26                                
|                                                |                                     |                                     |                                     |                                    
|BALANCE SHEET DATA:                             |                                     |                                     |                                     |                                    
|                                                |                                     |                                     |                                     |                                    
|Cash and cash equivalents                       | $18,587                             | 35                                  | 40,994                              | 77,904                             
|Total assets                                    | $409,275                            | 573,040                             | 465,924                             | 485,673                            
|Current liabilities                             | $1,077,349                          | 679,719                             | 242,830                             | 44,175                             
|Total liabilities                               | $1,736,008                          | 928,332                             | 682,366                             | 103,988                            
|Stockholders' equity                            | $(1,326,733)                        | (355,292)                           | 216,441                             | 381,685                            
|Total liability and equity                      | $409,275                            | 573,040                             | 465,925                             | 485,673                            

Please note that EBITDA is provided for analysis purposes. One may review this
calculation to determine
the earnings of the Company as calculated before interest, depreciation and
amortization costs have been deducted. EBITDA as presented is not prepared in
accordance with generally accepted accounting principles and may not be
comparable to similarly titled measures reported by other companies.

---

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

Fiscal 2002 Compared with Fiscal 2001

In fiscal 2002 sales
increased 11% from the previous year, from $1,551,609 to $1,715,387. We have
included additional internet services as stated in the outlook section that
management feels is the reason for this increase.

Cost of sales increased 40%
to $1,040,707, or 61% of sales, from $742,016, or 48% of sales. The increase was
due to the expanded office facility and sales force.

General and Administration
costs were at $1,831,183 for fiscal 2002 and $2,403,982 for fiscal 2001,
a decrease of 24%. The decrease was due to lower compensation in the form of
stock and re-negotiation of the cost of utilities.  All other classifications
of expense had no material change from the prior year.

We expanded our
research and development of new services during the year ended October 31, 2002.
These costs increased 27% from $255,274 to $323,680. The new services are
captioned in the outlook section.

Interest expense
increased 136%, from $29,716 to $70,151, for the year due to the
interest with regard to the issuance of convertible debenture bonds and
additional finance costs with its Small Business Administration loan.

The
net loss of the Company had an 18% decrease as compared to the prior year, or
$(1,550,334) for fiscal 2002 and $(1,879,379) for fiscal 2001.

---

LIQUIDITY AND CAPITAL RESOURCES

Selected Financial Data

|                                                             | Year Ended    
|------------------------------------------------------------ | --------------
|                                                             | Oct. 31, 2002 
|Net cash provided
(used) by  continuing operating activities | $  (447,540)  
|Net cash provided (used) by
   investing activities          | $   (35,408)  
|Net cash provided (used) by
   financing activities          | $   501,500   
|Working Capital                                              | $  (1,036,419)
|Total Debt                                                   | $   1,736,008 
|Shareholder's equity                                         | $  (1,326,733)

Cash flow from operating activities was $(447,540) as compared to a deficit of
$(313,658) in the preceding year. The decrease was the result of a change in compensation in the form of stock.

Cash flows from investing related primarily to the purchase of equipment during
the period. The equipment purchased was primarily computer work stations and leasehold improvements.

Cash flows from financing
activities included $501,500 cash received from the sale of convertible
debenture bonds.

---

Outlook

During the past year, much
attention has been placed on reducing expenses and increasing revenues. We
eliminated one senior management position, reduced data communication charges by
50%, reduced our rent expense by 30%, eliminated 7 sales-support positions that
represents a 15% reduction in force, reduced local telephone expense by 30% and
long distance charges by 30%, and we reduced our R&D staff by two
programmers. It is our opinion that we have trimmed expenses to an acceptable
level without adversely affecting our ability to operate. We continue to monitor
our expenses, however, and we will diligently scrutinize all expenditures.

Top-10 Promotions sales
were up over last year. Our sales staff has learned to use the tools we have
provided them to become much more effective than they were. This has enabled us
to generate more sales with less people. We expect to see Top-10 revenues reach
$1.6 million to $1.8 million this year.

We have added another
revenue source through our Overture Ambassador program. This revenue recurs
monthly and we expect to see the number of customers increase for this service
this year.

In June 2002 we formed a
non-profit corporation, Roanoke Technology Foundation, Inc. This company will
focus on helping our community through charitable and philanthropic endeavors.
Roanoke Technology Foundation has created an innovative turn-key fund raising
system that uses the power of the Internet to sell customized products. Focus
will be placed on schools and clubs. Each organization will be able to sell to
its students or members customized apparel, gifts and jewelry. Each organization
will receive a substantial percentage of the revenue for all product sales.

All web sites will be
furnished by RTC Hostings RTC Storebuilder product. Each organization will
pay a monthly fee to RTC Hosting for the maintenance for this site. Our goal is
to sell as many web sites as possible because this represents recurring revenue.
Five schools have already signed up to participate in the program and work is
under way to get their web sites up and running and to get their product
catalogs populated with their unique customized items.

We are excited about this
new product. It enables us to help organizations raise money in a safe, easy
environment and it provides a source of recurring web site revenue for RTC
Hosting. We anticipate realizing revenue of approximately $300,000 for RTC
Storebuilder sales this year.

We estimate our expenses to
be in the neighborhood of $1.63 million. We are expecting to see revenue reach
$1.9 million. If our revenue projections remain accurate, Roanoke Technology
Corporation will post its first profit since going public.

---

# 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

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

## FINANCIAL
STATEMENTS

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

ROANOKE TECHNOLOGY CORPORATION
Financial Statements Table of Contents

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

---

Independent Auditors Report

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

We have audited the
accompanying balance sheet of Roanoke Technology Corporation, as of October 31,
2002 and 2001, and the related statements of operations, capital surplus and
cash flows for the twelve months then ended October 31, 2001 and 2000. 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, 2002
and 2001, 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
CertifiedPublic Accountants
Orlando, Florida
February 3, 2003
|------------------------------------------------------------------------------------------------------------------

---

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

                       ASSETS

                                              2002                       2001
                                          ------------               ------------
CURRENT ASSETS
  Cash                                            $    18,587       $        35
  Accounts receivable                                  10,524            64,598
  Less: allowance for doubtful accounts                (3,500)          (30,000)
  Prepaid Insurance                                    13,289                 0
  Employee advances                                     2,030             5,494
                                                  -----------       -----------
     Total Current Assets                              40,930            40,127

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements               552,628           517,220
   Less: accumulated depreciation                    (198,033)         (133,647)
                                                  -----------       -----------

      Total Property and Equipment                    354,595           383,573

OTHER ASSETS

   Organization costs                                   1,000             1,000
   Loan origination costs                              13,927            13,927
   Goodwill                                            19,614            19,614
   Software                                           313,000           313,000
   Less: Accumulated amortization                    (347,541)         (294,419)
                                                  -----------       -----------
   Net intangibles                                          0            53,122
   Deposits                                             5,250            19,850
   Officers' receivable                                 8,500            76,368
                                                  -----------       -----------
      Total Other Assets                               13,750           149,340

           TOTAL ASSETS                           $   409,275       $   573,040
                                                  ===========       ===========


                                      -2-




LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses          $   396,662       $   294,427
   Payroll tax and penalty payable                    600,910           332,293
   Credit card payable                                  9,784            17,588
   Current maturity of long-term debt                  69,993            35,411
                                                  -----------       -----------
      Total current liabilities                     1,077,349           679,719

LONG TERM LIABILITIES

   Long term debt                                     290,652           284,024
   Debenture bond                                     438,000                 0
   Less: current portion                              (69,993)          (35,411)
                                                  -----------       -----------
     Total long term liabilities                      658,659           248,613
                                                  -----------       -----------
       TOTAL LIABILITIES                            1,736,008           928,332

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

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value;
    150,000,000 shares authorized;
    59,059,057 and 38,337,597 issued
    and outstanding, respectively                       5,906             3,834
   Additional paid-in capital                       6,307,696         5,782,645
   Allowance for long-term
     Stock compensation                              (153,429)         (205,199)
   Retained earnings                               (7,486,906)       (5,936,572)
                                                  -----------       -----------
       TOTAL STOCKHOLDERS' EQUITY                  (1,326,733)         (355,292)
                                                  -----------       -----------

       TOTAL LIABILITIES AND EQUITY               $   409,275       $   573,040
                                                  ===========       ===========


                                      -3-




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


                                                    2002              2001
                                                ------------      ------------
REVENUE

  Sales                                         $  1,715,387      $  1,551,609
  Cost of sales                                   (1,040,707)         (742,016)
                                                ------------      ------------
GROSS PROFIT                                         674,680           809,593

GENERAL & ADMINISTRATIVE EXPENSES                 (1,831,183)       (2,403,982)
RESEARCH & DEVELOPMENT                              (323,680)         (255,274)
                                                ------------      ------------
INCOME (LOSS) FROM OPERATION                      (1,480,183)       (1,849,663)

OTHER INCOME AND (EXPENSE)

   Interest - net                                    (70,151)          (29,716)
                                                ------------      ------------
   Total Other                                       (70,151)          (29,716)
                                                ------------      ------------

NET INCOME (LOSS)                               $ (1,550,334)     $ (1,879,379)
                                                ============      ============

NET EARNINGS PER SHARE

   Basic Net loss per share                             (.04)             (.21)
   Fully diluted Net Loss per share                     (.03)             (.21)

Basic and fully diluted Weighted Average
  Number of Common Shares Outstanding             36,697,129         9,129,693*


*as revised for a 7 for 1 reverse stock split

                                      -4-





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


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

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

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

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

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

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

Stock issued for cash           5,000,000       500       49,500                               50,000

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

Stock issued for cash           3,000,000       300      174,700                              175,000

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




                                      -5-




Stock issued for services       4,161,857       416      455,189                              455,605


Stock issued to retire
 shortterm note payable       20,000,000     2,000       18,000                               20,000

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

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

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

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

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

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

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

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

Allowance for prepaid
   stock compensation                                                51,770
                                                                   51,770

Net Loss                                                                      (1,550,334)  (1,550,334)
                           ---------------------------------------------------------------------------
Balance at October 31, 2002    59,059,057   $ 5,906    $6,307,696 $(153,429) $(7,486,906) $(1,326,733)
                           ===========================================================================

                                      -6-


                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY

                            STATEMENTS OF CASH FLOWS

             For the Twelve Months ending October 31, 2002 and 2001


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

   Net income (loss)                                 $(1,550,334)           $(1,879,379)

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

   Depreciation and amortization                         117,508                180,724
   Compensation in the form of stock                     531,720              1,062,646
  (Increase) decrease in accounts receivable              27,574                 20,362
  (Increase) decrease in employee advance                  3,464                 (5,494)
  (Increase) decrease in officers' receivable             67,868                (76,368)
  (Increase) decrease in prepaid expense                 (13,289)                     0
  (Increase) decrease  in deposits                        14,600                (24,827)
   Increase (decrease) in payables & accrued expenses    295,487            391,090
   Increase (decrease) in accrued interest                65,666                      0
   Increase (decrease) in credit card payable             (7,804)                17,588
                                                     ------------           ------------
      Total adjustments to net income                  1,102,794              1,565,721
                                                     ------------           ------------

   Net cash flows from operations                       (447,540)              (313,658)

CASH FLOWS FROM INVESTING ACTIVITIES


   Capital expenditures on equipment                     (35,408)              (240,471)
                                                     ------------           ------------
   Net cash flows from investing                         (35,408)              (240,471)
                                                     ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from note payable                                  0                290,000
   Proceeds from debenture bond                          501,500                      0
   Proceeds from issuance of common stock                      0                225,000
   Proceeds from short-term note payable                       0                 20,000
   Payments on notes                                           0                (21,830)
                                                     ------------           ------------
   Net cash flows from financing                         501,500                513,170
                                                     ------------           ------------
CASH RECONCILIATION

   Net increase (decrease) in cash                        18,552                (40,959)
   Cash at beginning of year                                  35                 40,994
                                                     ------------           ------------
CASH BALANCE AT APRIL 30, 2002 AND 2001                 $ 18,587               $     35
                                                     ============           ============


                                      -7-`

# 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 to 10 years

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

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

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

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

---

Research and Development
- Research and development costs incurred in the discovery
of new knowledge and the resulting translation of this new knowledge into plans
and designs for new services, prior to the attainment of the related
products technological feasibility, are recorded as expenses in the period
incurred.

Income Taxes - The Company utilizes the asset and
liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.

Fair Value of
Financial Instruments - The Company's
financial instruments include cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and shareholders. The carrying amount
of long-term debt to banks approximates fair value based on interest rates that
are currently available to The Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.

Earnings Per Share 
Basic earnings per share (EPS) is computed by
dividing earnings available to common shareholders by the weighted-average
number of common shares outstanding for the period as required by the Financial
Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings per Shares".  Diluted EPS reflects the
potential dilution of securities that could share in the earnings.

---

Concentrations of Risk
 - Financial instruments which potentially expose
The Company to concentrations of credit risk consist principally of operating
demand deposit accounts. The Companys policy is to place its operating
demand deposit accounts with high credit quality financial institutions.

No customer represented 10
% or more of The Companys total sales as of the current reporting period.

The Company has a
concentration of revenue dependancy on a limited number of services.

Stock-Based Compensation - In accordance with the
recommendations in SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS No.
123), The Companys management has considered adopting this optional
standard for disclosure purposes, along with Accounting Principles Board opinion
no. 25. The Company may consider using full implementation of SFAS No. 123 at a
future date. The Company accounted for stock bonus during the years ending
October 31, 2000 and 1999 of 1,500,00 shares and 850,000 shares of restricted
stock, respectively, given to the President of the company as compensation. The
bonus was accounted for in the periods in order to match the compensation
expense with the time in which it was earned. In accordance with the tax
accounting, the compensation will not be deductible until the President sells
those shares. The shares are restricted from sale for a period of two years from
the date of issuance and are accounted for at their fair value.

# 2.     
Going Concern:

The Companys
financial statements have been presented on the basis that it is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.

---

The Company has suffered
losses from operations and may require additional capital to continue as a going
concern as The Company develops its new markets. Management believes The Company
will continue as a going concern in its current market and is actively marketing
its services which would enable The Company to meet its obligations and provide
additional funds for continued new service development. In addition, management
is currently negotiating several additional contracts for its services.
Management is also embarking on other strategic initiatives to expand its
business opportunities. However, there can be no assurance these activities will
be successful. There is also uncertainty with regard to managements projected
revenue being in excess of its operating expenditures for the fiscal year ending
October 31, 2003.

Items of uncertainty
include the Companys liabilities with regard to its payroll tax liability
of $600,910 and its Small Business Administration loan with a principal balance
of $270,807 and accrued interest of $48,290. The Company is currently in default
of these liabilities and is in negotiations regarding resolution of these
matters. The outcome of these negotiations is uncertain as of October 31, 2002.
If the Company is not successful in these negotiations, there is substantial
doubt as to the ability of the Company to continue as a going concern.

# 3.     
Accounts Receivable and Customer Deposits:

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

# 4.     
Use of Estimates:

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

---

# 5.     
Revenue and Cost Recognition:

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

# 6.     
Accounts payable and accrued expenses:

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

# 7.      
Long-term debt:

Long  term debt
consists of:

On May 31, 2002, The
Company entered into a stock purchase agreement which was comprised of
convertible debenture bonds with attached warrants. The bonds provide interest
in the amount of 12% per year. The offering involved attached warrants for the
purchase of 3,600,000 shares. The total offering is in the amount of $600,000 of
which $501,500 has been issued. During the period $47,173 of the bond balance
was converted to 4,321,460 common shares.

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

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

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

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

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

|For the quarter ended October 31, 2002 | For the year ended October 31, 2001
|-------------------------------------- | -----------------------------------
|                                       |                                    
|YEAR                                   | AMOUNT                             
|2003                                   | 69,993                             
|2004                                   | 38,180                             
|2005                                   | 42,764                             
|2006                                   | 47,898                             
|2007                                   | 53,648                             

# 8.     
Operating Lease Agreements:

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

The Company rented a house
for the convenience of Company employees that are relocating to the area and out
of town business guests. The house also served as a satellite office as added
security for computer system continuation in the event that the main office
should encounter problems with their system. The house had monthly payments of
$1,200. The lease term was on a month to month basis and expired during the year
2002.

---

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

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

# 9.      
Stockholders' Equity:

Preferred Stock

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

Common Stock

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

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

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

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

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

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

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

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

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

---

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

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

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

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

In addition to the
restricted shares issued, The Company sold common stock through two separate
private offerings during the period. In the initial offering 800,000 shares were
sold each at a price of $0.025. In the second offering 1,000,000 shares were
sold each at a price of $0.05.

On October 15, 1998, the
majority shareholders of The Company undertook a Regulation  D, Rule 504,
offering whereby it sold 2,000,000 shares of common stock, $.0001 par value per
share or an aggregate of $200,000. In addition, each investor in the offering
received an option to purchase, for a twelve month period commencing on the date
of this offering, an additional one share of The Company at $1.00 per share for
each eight (8) shares purchased in the original offering (or $250,000). In
addition, each investor received an option to purchase for an eighteen month
period commencing on the date of this offering an additional one (1) share of
The Company for each 8.88 shares previously purchased at $2.00 per share or an
aggregate of 225,000 shares (or $450,000).

---

The Company also approved
of the investment by Arthur Harrison & Associates in the offering provided
that such investment in The Company was in lieu of monies owed to Arthur
Harrison & Associates by The Company for two (2) promissory notes dated
September 22, 1998 and October 10, 1998. Further more, Arthur Harrison &
Associates agreed to waive its rights to any interest on promissory notes.

# 10.     
Acquisitions:

On March 30, 1999 The
Company acquired assets of Offshore Software Development Ltd.
(Offshore) in an exchange of assets for 999,111 shares of The
Company issued to the shareholders of that company. The Companys
management has valued the transaction at $630,000.

The assets included were
comprised of four computers valued at $8,000 and two software programs valued at
$622,000. The value of these assets was determined on the basis of the
managements estimation.

An unusual impairment loss
of $257,075 was recorded in October of 1999 to reflect an impairment of the
intangible assets resulting from the acquired Offshore assets on
March 30, 1999. The impairment resulted from the Companys revised forecast
of the cash inflows expected from intangible assets. Amortization expenses will
drop by $8,583 per month.

Effective May 29, 1998, The
Company acquired all the outstanding common stock of Top-10 Promotions, Inc.,
consisting of 100 shares, effective. These shares were redeemed and canceled.
The 100 shares of Top-10 Promotions, Inc. were acquired in exchange for 500,000
restricted shares of The Companys common stock issued to David
Smith, the sole shareholder of Top-10 Promotions, Inc. This transaction has been
accounted for using the purchase method of accounting. The value of the share
exchanged by both parties was determined to be $19,500, including a value of
$(114) attributed to the fair value of assets and liabilities, and $19,614 of
goodwill attributed to the method of doing business and the internally developed software.

---

Simultaneous with the
acquisition, The Company purchased all of the remaining authorized shares of
Top-10 Promotions, Inc. for $50,000 payable at closing and $17,500 per month
payable over an eleven month period as other consideration. The Company borrowed
funds for this transaction and later, upon agreement with the lender, converted
a portion of the amount due as capital contributed to The Company.

Also, the former owner of
Top-10 Promotions, Inc. was given the right to borrow up to 25% of retained
earnings of Roanoke Technology Corporation in fiscal year 1998 or the first two
quarters of fiscal 1999. Such borrowings shall be secured by his restricted
stock received in the acquisition at a 75% discount value to market. Repayment
shall be for a two-year period at a 5% annual interest rate. The Company also
entered into an employment contract with the former owner of Top-10 Promotions.

# 11.     
Employment Contract and Incentive Commitments:

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

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

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

---

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

The Company accrues payroll
and income taxes. The Company, currently a C-Corporation, accounts for income
taxes in accordance with Statements on Financial Accounting Standards 109. As of
October 31, 2002, The Company had a deferred tax asset in the amount of
approximately $1,871,726 that is derived from a net operating tax loss
carryforward. A portion of this carryforward is associated with stock
compensation to officers and is deductible for tax purposes when the stock is
sold by the officers. The deferred tax assets will expire during the years
ending October 31, 2013 through 2022 if not used to offset taxable income.

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

The Company paid interest
in the amount of $10,301 during the quarters ended ct6ber31, 2002. The Company
had no income tax payments due and did not pay any income tax amounts during the
period.

# 14.     
Litigation, claims and assessments:

There are various lawsuits
and claims pending against The Company. Management believes that any ultimate
liability resulting from those actions or claims will not have a material
adverse affect on The Companys results of operations, financial position
or liquidity.

# 15.     
Condensed consolidating financial statements:

RTCHosting Corp (RTCH) is a
wholly owned subsidiary of The Company.

---

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

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

# 16.     
Employee stock option:

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

---

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

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

---

## PART III

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

Our directors and officers,
as of February 11, 2003, 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.

|Name                   | Age | With CompanyPosition                                                    
|---------------------- | --- | ------------------------------------------------------------------------
|                       |     |                                                                         
|David L. Smith, Jr.(1) | 46  | President, Chief Financial Officer
Chief Executive Officer,
and Director
|                       |     |                                                                         
|Jack M. Webb, Jr.(2)   | 47  | Former President, Chief Operating Officer and
Director                  
|                       |     |                                                                         
|Russell J. Jones (3)   | 35  | Secretary                                                               

| | (1) | David L. Smith, Jr. was appointed as our President on January 29, 2003                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------
| | (2) | Jack M. Webb, Jr. was removed as President , Chief Operating Officer and from our Board of
Directors on January 29, 2003.
| | (3) | Russell J. Jones was appointed as our Secretary on January 29, 2003.                                                     

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

## David L. Smith, Jr.,
RTC Founder, President, CFO, CEO and Director

David L. Smith, Jr. was
born and raised in Durham, North Carolina. In 1973 he received an athletic
scholarship in wrestling to East Carolina University where he majored in
business with a minor in physical education. From 1992 through 1995, David was
the owner of DJ Distributors, a sole proprietorship based in Roanoke Rapids,
North Carolina. The company was a direct sales organization involved in
reselling vacuum cleaners. In 1995, DJ Distributors was no longer involved in
direct sales and David used the company to start an Internet business to develop
web sites for businesses. In October 1997, David formed Top 10 Promotions, Inc.,
a North Carolina corporation to continue the business of DJ Distributors. On May
28, 1998, Roanoke Technology Corporation acquired all the shares of Top-10
Promotions, which became a wholly owned subsidiary and David was appointed
President, Chief Executive Officer and one of the directors. Along with
customary Chief Executive responsibilities, David also is responsible for
RTCs sales effort.

## Russell J.
Jones, Secretary

Russell J. Jones commenced
working with us as one of our founding employees in June, 1998. He is currently
responsible for the daily operations of our business. As a founding employee, he
assisted us in the pioneering of our sales department and our development of the
RTC Click business project. In his employment with us he has acted in the
capacity of Sales Manager and Director of Operations. Mr. Jones attended the
University of South Alabama from 1986 to 1990 where he majored in Computer
Science. He also attended Mississippi Gulf Coast Community College from 1984 to
1986.

## Jack M. Webb,
Jr., Former President, Secretary, Treasurer, COO, and Director

Jack M. Webb, Jr. was born
and raised in Williamsburg, Virginia, where he continues to live. He attended
Christopher Newport University where he majored in Management Information
Systems. For the seventeen years prior to joining RTC, Jack was a senior
Information Technology manager for Ferguson Enterprises, Inc., the nations
largest wholesale distributor of plumbing and builder products. At Ferguson,
Jack was responsible for many of the systems used by this Fortune 500 Company,
including Fergusons electronic commerce and supply chain technology
activities. He was also involved with many of the strategic business
partnerships Ferguson developed over the years. At RTC, Jack was responsible for
day-to-day operations, business development, strategic partnerships and Finance.
Jack was removed as our President, Chief Operating Officer, Secretary, Treasurer
and from our Board of Directors on January 29, 2003.

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 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

We have not filed Form 5's for our fiscal
year ending December 31, 2002.

# Item 11.     
Executive Compensation

The following table sets
forth the annual and long-term compensation for services in all capabilities to
the Company.

|Name & Position                                                                                   | Year | Salary      | Bonus | OtherCompensation | Annual Long TermCompensation
|------------------------------------------------------------------------------------------------- | ---- | ----------- | ----- | ----------------- | ----------------------------
|                                                                                                  |      |             |       |                   |                             
|David L. Smith Jr. (1)
President, CEO and
Director                                                | 2002 | $185,602.51 | -0-   |                   |                             
|                                                                                                  | 2001 | $136,500    | -0-   | (1)               | -0-                         
|                                                                                                  | 2000 | $150,000    | -0-   | (1)               | -0-                         
|                                                                                                  |      |             |       |                   |                             
|Edwin Foster, Jr.(2)(3)
Former Secretary
And Director                                             | 2002 | $ 133,268   | -0-   | -0-               | -0-                         
|                                                                                                  | 2001 | $ 11,060    | -0-   | -0-               | -0-                         
|                                                                                                  | 2000 | $ 72,020    | -0-   | -0-               | -0-                         
|                                                                                                  |      |             |       |                   |                             
|Ryan Brown(4)                                                                                     | 2002 | $ 72,588    | -0-   | -0-               | -0-                         
|Programmer and
Former Director                                                                    | 2001 | $ 83,846    | -0-   | -0-               | -0-                         
|                                                                                                  | 2000 | $ 92,923    | -0-   | -0-               | -0-                         
|                                                                                                  |      |             |       |                   |                             
|Jack Webb (5)
Former President, Former COO
Former Secretary, Former Treasurer and
Former Director | 2002 | $110,384    |       |                   |                             
|                                                                                                  | 2001 | $3,846      | -0-   | -0-               | -0-                         

(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. 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)     
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 us whereby he was granted options to purchase 100,000 shares of our common stock at
an exercise price of $1.00 each. He did not exercise these options prior to leaving the company and no longer has
the authority to do so.

(3)     
We 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.  At the time Ed resigned from the company, his loans
were forgiven in lieu of any other severance compensation.

(4)     
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.

(5)     
Jack's annual salary was $100,000.  He also received $1,000,000 shares of restricted stock in December 2001
as a bonus incentive.  The stock was awarded at par value because the price of the stock when it was issued was
below 1 cent.  Jack also purchased 5,000,000 shares of stock this year.  He paid 1 cent per share.  This stock
has a two-year restriction and has been placed into his personal 401K plan.  Jack's salary in 2001 was based on
partial physical year from August 27, 2001 to October 31, 2001.

Compensation of Directors

Our Directors 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 11, 2003, information with respect to the beneficial
ownership of our common stock by (i) each person known by us to own beneficially
5% or more of such stock, (ii) each director who owns any of our common stock,
and (iii) all directors and officers as a group, together with their percentage
of beneficial holdings of the outstanding shares.

|Name of Beneficial Owner/Identity of Group                                                             | Number of Shares of
Common StockBeneficially Owned | % of BeneficialOwnership
|------------------------------------------------------------------------------------------------------ | -------------------------------------------------- | ------------------------
|                                                                                                       |                                                    |                         
|CEDE & Co.                                                                                             | 59,035,881                                         | 63.81%                  
|                                                                                                       |                                                    |                         
|David L. Smith, Jr.
President, CFO, CEO and Director                                                   | 17,200,000                                         | 18.59%                  
|                                                                                                       |                                                    |                         
|Jack M. Webb, Jr.
Former President, Former COO,
Former Secretary, Former Treasurer and
Former Director | 6,000,000                                          | 6.48%                   
|                                                                                                       |                                                    |                         
|Ryan Brown
Former Director                                                                             | 1,500,057                                          | 1.62%                   
|                                                                                                       |                                                    |                         
|Russell J. Jones
Secretary                                                                             | 142                                                | *                       
|                                                                                                       |                                                    |                         
|All current executive officers
And directors as a group (2 persons)                                    | 59,036,023                                         | 63.81%                  

*      
Less than one (1%) percent.

The persons named in the
table have sole voting and investment power with respect to all shares of common
stock.

# Item 13.     
Certain Relationships and Related Transactions.

We 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 were payable in full on or
before October 31, 2001. At the time of Eds resignation in 2002, his loans to
us were forgiven in lieu of any other severance compensation.

## 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 Exchange 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)                                                

|(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, 2002.   

---

Item 15.   
Controls and Procedures

Evaluation of
disclosure controls and procedures

Our
principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
date within 90 days before the filing of this annual report (the Evaluation
Date). Based on that evaluation, our principal executive officer and principal
financial officer concluded that , as of the Evaluation Date, the
disclosure controls and procedures in place were adequate to
ensure that information required to be disclosed by us , including our
consolidated subsidiary, in reports that we file or submit under
the Exchange Act, is recorded, processed, summarized and reported on a timely
basis in accordance with applicable rules and regulations. Although our
principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are
adequate to enable us to comply with our disclosure obligations, we
intend to formalize and document the procedures already in place and
establish a disclosure committee.

Changes in internal controls

We have not
made any significant changes to our internal controls subsequent to the Evaluation Date. We
have not identified any significant deficiencies or material weaknesses
or other factors that could significantly affect these controls, and therefore,
no corrective action was taken.

## 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
DAVID L. SMITH President, Chief Executive Officer and Director
|--- | ----------------------------------------------------------------------------------

Dated:    February 25 ,
2003

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.

|By: | /s/
         David L. Smith, Jr.
David L.Smith, Jr. | Chairman of the Board of
Direcotrs, Chief Executive Officer | Dated:   
February 25 , 2003
|--- | --------------------------------------------------- | ----------------------------------------------------------- | ----------------------------

|By: | /s/
         Russel J. Jones
Russell J. Jones | Secretary | Dated:   
February 25 , 2003
|--- | --------------------------------------------- | --------- | ----------------------------

---

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

I David L. Smith, Jr. certify that:

|1. | I have reviewed this amended annual report on Form 10-K of Roanoke Technology Corp.
|-- | -----------------------------------------------------------------------------------

|2. | Based on my knowledge, this amended yearly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this amended yearly report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this amended yearly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this amended yearly report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date with 90 days prior to the filing date of this amended yearly
report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

Dated:     February 25, 2003

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