UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, 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, 2004

[ ]  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.)

                       2720 North Wesleyan Blvd.
                      Rocky Mount, North Carolina                27804
               (Address of principal executive offices)        (Zip Code)

                                 (252) 428-0200 (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. ( )



<PAGE>


Revenues for year ended October 31, 2004:     $795,923

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of February 23, 2005 was: $1,061,667

Number of shares of the registrant's common stock outstanding as of February 23,
2005 was: 2,946,524,239

Transfer Agent as of February 23, 2005:


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


<PAGE>

                                     PART I

Item 1.       Description of Business

Business Development. We were incorporated in Florida on December 11, 1997 under
the name Suffield Technologies Corp. We did not have any significant revenues
until we purchased all of the issued and outstanding shares of Top 10
Promotions, Inc., 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 2720 North Wesleyan
Blvd., Rocky Mount, North Carolina, 27804 and our telephone number is (252)
428-0200.

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 Rocky Mount,
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; $1,550,334 for the year ended October 31, 2002;
$2,628,779 for the year ended October 31, 2003 and $12,728,290 for the year
ended October 31, 2004.

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.



<PAGE>

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
websites on the Internet. 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.

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

     o Identify appropriate key words or terms for the customer's website.
          The Premium Plan allows for 6 terms.

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

     o    Create a customer web page for each term. Each contract will require a
          creation of approximately 6 to 24 pages.

     o    The created web pages are then moved to the customer's website or
          server.

     o    We analyze the customer's website for any characteristics that may be
          detrimental to their rankings on the search engines and make the
          appropriate changes to their website. These changes typically include
          modification of text and metatags on the home page and occasionally we
          modify the navigation through their site.

     o    We verify the placement of the web pages and create a site map for the
          customers' site. We submit the new content pages to the search engines
          that do not automatically crawl the site.

     o    Approximately 4 weeks after we 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:

          Our services will secure no less than ten (10) placements somewhere
          within the top 20 positions somewhere across the top search engines
          that we target.

          ss. The engines we target consist of Yahoo, AskJeeves, Teoma, Excite,
               Infoseek, HotBot, Lycos, iWon, NBCi, AOL NetFind, LookSmart,
               AltaVista, Google, Netscape, MSN, Northern Light, Webcrawler,
               Wisenut, Splatsearch, Overture, ScrubTheWeb, 7Search, All The Web
               and Open Directory Project. Top-10 Promotions may target
               different search engines than those listed in this agreement as
               market conditions change.

          ss. The placements will consist of existing pages on the customers
               site as well as the new pages we made. The listings may appear on
               any single engine, all the engines, or spread across any number
               of the engines listed above. ss. We will not promote keywords
               that contain registered trademarks of other companies. Client
               assumes all responsibility for submitting keywords that contain
               registered trademarks of other companies.

<PAGE>

          ss. We are not agreeing to increase traffic to the customer's site.
               That is a function of demand for the customer's product or
               service. The agreement is only for placement of the customer's
               URL(s) in the search engine indexes.

          ss.  In the event of our failure to meet this agreement, 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 websites indexed by the key search
engines and changes in the way these sites are indexed by the search engines,
the visibility of the websites that we have enhanced tends to decline over time.
We re-solicit prior customers periodically and offer them the opportunity to
renew their website visibility. The renewal process is the same as described
above and with the same guarantee.

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 16 full time employees. They fall into 4 different
categories: 2 management, 5 sales, and 9 support personnel. Sales personnel are
compensated on a base pay plus commission basis.




<PAGE>

COMPETITION

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

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

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

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

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
<PAGE>

MATERIAL PROGRAMMING COSTS

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

Material programming costs are:

             Year Ending              Year Ending              Year Ending
             Oct. 31, 2004            October 31, 2003         Oct. 31, 2002
             -------------            ----------------         -------------
Total        $                            $120,537                $323,680


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

We do not own any real estate. Instead we lease space for our executive offices
and business operations. Our offices are located at 2720 N. Wesleyan Boulevard,
Rocky Mountains, North Carolina.

On March 1, 2004 we entered into a five-year lease for 1.6 acres of land on
which our offices are located. In addition, we have an option to lease the
premises for an additional five years. The one story pre-engineered steel
building located on the property is 9000 square feet in size. The building has
an emergency generator and we believe it contains sufficient space for our
ongoing operations. Our lease payments for the space are for 5 years and call
for monthly payments of $3,500 for the first year, $4,000 for the second and
third years, and $4,500 for the fourth and fifth years. The lease contract also
calls for us to pay for any leasehold improvements.

Item 3. Legal Proceedings

Gordon & Rees, LLP v. Roanoke Technology Corp.; Top-10 Promotions, Inc. San
Francisco County Superior Court, Case Number CGC-03-423362. The complaint was
filed on August 12, 2003 and was "purportedly" served on September 12, 2003. On
October 15, 2003, we received a Notice of Intention to Enter Default and Default
Judgment. Plaintiff has not been able to provide the court documentation to
support a default judgment. The default judgment was for $106,719.64 plus 10% of
interest from 8/26/02 and attorney's fees of $26,679.91. On May 27, 2004 we
entered into a settlement agreement whereby we would pay $19,000 by June 11,
2004 to allow a dismissal of the lawsuit. Such amount was paid and this case was
settled in full.

Sancor Industries Ltd. v. Sun-Mar Corporation, Top-10 Promotions, Inc. and
Roanoke Technology Corp. Ontario Superior Court of Justice, Court File No.
99-CV-172600 CMA. A judgment was granted against us for unauthorized insertion
of the plaintiffs trademarks in our mega-tags. The specific judgment amount was
not listed.

On February 20, 2003 a complaint, Sprint Communications Company Limited
Partnership vs. Roanoke Technology Corp., was filed in the State of North
Carolina, County of Halifax Superior Court Division. The complaint asserts that
we are indebted to the plaintiff for a total of $179,150.16 and costs of the
action brought forward. We have filed a counter-claim in response to this
action. Our legal counsel has not determined the likeliness that the plaintiff
will be successful with the complaint. This matter was settled in full for
$10,000.

AJW Partners, LLC. AJQ Offshore, Ltd., AJW Qualified Partners, LLC and New
Millenium Capital Partners II, LLC v. Roanoke Technology Corp., Supreme Court of
the State of New York, Index No. 04-600698. The complaint was filed on March 16,
2004 and served on March 19, 2004. The lawsuit was commenced based upon stock
purchase agreement comprised of convertible debenture bonds with attached
warrants with the plaintiffs. The plaintiffs claim that a total of $775,000 is
still owed under the convertible debentures. A full settlement was reached in
this matter.


<PAGE>

We are not currently aware of any other pending, past or present litigation that
would be considered to have a material effect on us. There are no known
bankruptcy or receivership issues outstanding and has no known securities law
violations. Additionally, we have no known legal proceedings in which certain
corporate insiders or affiliates of the issuer are in a position that is adverse
to the issuer.

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

On August 22, 2003 a majority of the shareholders voted to amend the articles of
to increase our authorized shares of Common Stock from 150,000,000 shares to
1,000,000,000 shares.

                                     PART II

Item 5. Market for Registrants' Common Equity, Related Stockholder Matters and
        Issuer Purchases of Equity Securities

On February 23, 2005, based on information received from brokers and others in
fiduciary capacities, we estimate that the total number of shareholders of our
common stock exceeds 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, 2004 and as
available through electronic trading services subsequent to such date.

                                          Common Stock Bid

Fiscal Quarter                        High                 Low
                                      ----                 ---


January 31, 2002                      $ 0.17               $ 0.01
April 30, 2002                        $ 0.19               $ 0.05
July 31, 2002                         $ 0.15               $ 0.03
October 31, 2002                      $ 0.04               $ 0.01

January 31, 2003                      $ 0.07               $ 0.01
April 30, 2003                        $ 0.01               $ 0.01
July 31, 2003                         $ 0.01               $ 0.01
October 31, 2003                      $ 0.01               $ 0.01

January 31, 2004                      $ 0.01               $ 0.01
April 30, 2004                        $ 0.01               $ 0.01
July 31, 2004                         $ 0.01               $ 0.01
October 31, 2004                      $ 0.01               $ 0.01


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.


<PAGE>


Item 6. Selected Financial Data

                                          Twelve Months        Twelve Months
                                          Ended October        Ended October
                                              31, 2004           31, 2003
STATEMENT OF OPERATIONS DATA:


Total revenues                              $    795,923        $   1,236,805
Operating expenses                          $    625,647        $   1,003,158
Gross profit from operations                $    170,276        $     233,647

General and administrative                  $ 12,649,802        $   2,651,390
expenses
Income (loss) from operations               $(12,568,608)       $  (2,559,017)

Other income (expense)                      $   (124,858)       $     (69,762)

Net Loss                                    $(12,878,780)       $  (2,628,779)

OTHER DATA:

EBITDA (1)                                  $(12,813,613)       $  (2,494,561)

Net cash provided (used) by                 $   (513,868)       $    (194,815)
operating activities
Net cash provided (used) by                 $    (56,485)       $     (43,493)
investing activities
Net cash provided (used) in                 $    578,209        $     238,027
financing activities
Fully diluted earnings per share                      (*)                  (*)

Basic earnings (loss) per share             $      (0.01)       $        (.02)

* Less than (.01) per share

BALANCE SHEET DATA:

Cash and cash equivalents                   $     26,162         $     18,306
Total assets                                $    663,080         $    343,673
Current liabilities                         $  1,572,324         $  1,226,914
Total liabilities                           $  2,400,714         $  1,774,004

Stockholders' equity                          (1,737,634)        $ (1,430,331)
Total liability and equity                  $    663,080         $    343,673



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 2004 Compared with Fiscal 2003

In fiscal 2004 sales decreased 36% from the previous year, from $1,236,805 to
$795,923. Our reduction in overhead is the primary reason for this decrease, but
we feel that the decrease in expenditures offset the reduction in sales.

Cost of sales decreased 38% to $625,647 or 79% of sales, from $1,003,158, or 81%
of sales.


General and Administration costs were at $12,649,802 for fiscal 2004 and
$2,651,390 for fiscal 2003, an increase of 477%. The increase was mainly due to
compensation in the form of stock which amounted to $12,215,450 during 2004.
Without the stock compensation, the Company would have had a decrease in these
costs of $3,297 due to cutting measures.


The Company decreased its research and development of new services during the
year ended October 31, 2004. These costs decreased 37% from $141,274 to $89,082.


Interest expense for the Company increased 44%, from $69,762 to $124,858, 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 a 490% increase as compared to the prior year,
or $(12,878,780) for fiscal 2004 and $(2,628,779) for fiscal 2003.


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Selected Financial Data

                                                                Year Ended
                                          Oct. 31, 2004        Oct. 31, 2003
                                          --------------       -------------


Net cash provided (used) by               $   (513,868)         $    (194,815)
  continuing operating activities
Net cash provided (used) by               $    (56,485)         $     (43,493)
   investing activities
Net cash provided (used) by               $    578,209          $     238,027
   financing activities
Working Capital                           $ (1,572,324)         $  (1,256,309)
Total Debt                                $  2,400,714          $  (1,774,004)
Shareholder's equity                      $ (1,737,634)         $  (1,430,331)



Cash flow from operating activities was $(513,868) as compared to a deficit of
$(194,815) in the preceding year.


Outlook

During the past year, much attention has been placed on reducing expenses and
increasing revenues. 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 down over last year, however, our reduced expenses
more than offset our this decline. Our sales staff has been cut to core
personnel, which has lowered the total number of new clients but dramatically
reduced our cost of generating the sales. In the coming year we are planning on
expanding our sales force with quality personnel. This will be made possible by
our relocation to our new facility in Rocky Mount, NC. The Rocky Mount area has
a substantially larger employee pool to draw from with more qualified applicants
than our current location. We expect to see Top-10 revenues reach $1.6 million
to $1.8 million this year.

We have added other revenue sources through our affiliate programs with Rent.com
and Google as well as our expanded B2B service offerings that include expanded
hosting, website design and optimization services.

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.


<PAGE>

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

Our accountant is Gately & Associates, LLC of Florida. 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.

Item 9A. Controls and Procedures

As required by Rule 13a-14 under the Exchange Act, within 90 days prior to the
filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer. Based upon that evaluation, the Company's Chief Executive
Officer concluded that the Company's controls and procedures are effective.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Company carried out this evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in the Company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to
be disclosed in Company reports filed under the Exchange Act is accumulated and
communicated to management, including the Company's Chief Executive Officer as
appropriate, to allow timely decisions regarding disclosures.

The Company has confidence in its internal controls and procedures and has
expanded its efforts to develop and improve its controls. Nevertheless, the
Company's management, including the Chief Executive Officer, does not expect
that the Company's disclosure procedures and controls, or its internal controls,
will necessarily prevent all error or intentional fraud. An internal control
system, no matter how well-conceived and operated, can provide only reasonable,
but not absolute, assurance that the objectives of such internal controls are
met. Further, the design of an internal control system must reflect the fact
that the Company is subject to resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent
limitations in all internal control systems, no evaluation of controls can
provide absolute assurance that all internal control issues or instances of
fraud, if any, within the Company be detected.




<PAGE>

                                    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 23, 2005, 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 Company
----                         ---       Position

David L. Smith, Jr.(1)        48       President, Chief Financial Officer
                                       Chief Executive Officer,
                                       and Director

(1) David L. Smith, Jr. was appointed as our President 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.

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.



<PAGE>

Compliance with Section 16(a) of the Exchange Act

We have not filed Form 5's for our fiscal year ending October 31, 2004.

Item 11. Executive Compensation

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

<TABLE>
<CAPTION>

Name & Position                      Year       Salary          Bonus     Other           Annual Long Term
                                                                          Compensation    Compensation
------------------------------------------------------------------------------------------------------------
<S>                                  <C>        <C>              <C>       <C>             <C>
David L. Smith Jr. (1)               2004
President, CEO and                   2003       $185,602         -0-       -0-             -0-
Director                             2002       $185,602         -0-       (1)             -0-

</TABLE>

(1) In October 2003, David received 270,000,000 shares pursuant to his amended
employment agreement with us. On April 9, 2003 we issued a total of 1,313,268
shares to David L. Smith, Jr. based upon his amended employment agreement for
bonuses owed for the years ended December 31, 2000, December 31, 2001 and
December 31, 2002. The shares were issued in the following manner based on one
(1%) percent of the issued and outstanding shares at the end of each of years
set forth above: 126,687 shares for December 31, 2000, 364,381 shares for
December 31, 2001 and 822,020 shares for December 31, 2002.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.

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 23, 2005, 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.


<PAGE>

<TABLE>
<CAPTION>
Name of Beneficial Owner/                         Number of Shares of
Identity of Group                                 Common Stock                % of Beneficial
                                                  Beneficially Owned          Ownership
---------------------------------------------------------------------------------------------
<S>                                                <C>                           <C>
CEDE & Co.                                         1,393,968,995                 47.31%

David L. Smith, Jr.                                1,429,857,086                 48.53%
President, CFO, CEO and Director

All current executive officers                     1,429,857,086                 48.53%

</TABLE>

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.

None.

Item 14. Principal Accounting Fees and Services

Audit Fees

For the Company's fiscal year ended October 31, 2004 and 2003, we were billed
approximately $7,500 and $4,800 for professional services rendered for the audit
of our financial statements, respectively. We also were billed approximately
$4,300 and $4,800 for the review of financial statements included in our
periodic and other reports filed with the Securities and Exchange Commission for
our year ended December 31, 2004 and 2002, respectively.

Tax Fees

For the Company's fiscal year ended October 31, 2004, we were not billed for
professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended October 31, 2004.

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 thereunto duly authorized.





<PAGE>

                                     PART IV

Item 15. 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)

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

(b)  Reports on Form 8-K

     None


                                   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:   March 22, 2005


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.



<TABLE>


<S>                                 <C>                           <C>
By:  /s/  David L. Smith, Jr.       Chairman of the Board of      Dated:  March 22, 2005
--------------------------------    Directors, Chief Executive
          David L.Smith, Jr.        Officer
</TABLE>

<PAGE>

ITEM    FINANCIAL STATEMENTS AND EXHIBITS.
           ----------------------------------

FINANCIAL STATEMENTS

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

                 ROANOKE TECHNOLOGY CORPORATION
             Financial Statements Table of Contents

FINANCIAL STATEMENTS                             Page #


     Independent Auditors Report                                           1

     Balance Sheets                                                      2 - 3
     As of October 31, 2004 and2003

     Statements of Operations                                              4
     For the twelve Months Ended
     October 31, 2004 and 2003

     Statement of Stockholders'Equity                                    5 - 6
     As of October 31, 2004

     Statements of Cash Flows                                              7
     For the twelve Months Ended
     October 31, 2004 and 2003

     Notes to the Financial Statements                                   8 - 12



<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM

The Board of Directors and Shareholders
Roanoke Technology Corporation
Rocky Mount, North Carolina


        We have audited the accompanying balance sheet of Roanoke Technology
Corporation as of October 31, 2004 and 2003 and the related statements of
operations, stockholder's equity and cash flows for the twelve months ending
October 31, 2004 and 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on the audit.

        We conducted the audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). These 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 the
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, 2004 and the results and its cash flows for the
twelve months ending October 31, 2004 and 2003, in conformity with U.S.
generally accepted accounting principles.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in the footnotes to
the financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


Gately & Associates, LLC
Altamonte Springs, Florida
January 15, 2005 and March 22, 2005



                                      F-1

<PAGE>

<TABLE>

                         ROANOKE TECHNOLOGY CORPORATION
                                  BALANCE SHEET
                         As of October 31, 2004 and 2003




                                     ASSETS
                                     ------

CURRENT ASSETS                                                                             10/31/2004         10/31/2003
--------------                                                                        -----------------------------------
<S>                                                                                            <C>           <C>
             Cash                                                                           $     26,162     $    18,306
             Accounts receivable, net of $36,505 allowance                                        16,083               -
             Employee advances                                                                     3,750               -
                                                                                      -----------------------------------

                      Total Current Assets                                                        45,995          18,306
                                                                                      -----------------------------------

PROPERY AND EQUIPMENT
---------------------

             Equipment and leasehold improvements                                                655,698         599,213
             Less: accumulated depreciation                                                     (335,999)       (279,096)
                                                                                      -----------------------------------

                      Total Property and Equipment                                               319,699         320,117
                                                                                      -----------------------------------

OTHER ASSETS
------------

             Amortizable discount on bond debt                                                   289,236               -
             Deposits                                                                              8,150           5,250
                                                                                      -----------------------------------

                      Total Other Assets                                                         297,386           5,250
                                                                                      -----------------------------------

                      TOTAL ASSETS                                                          $    663,080     $   343,673
                                                                                      ===================================

</TABLE>







 The accompanying footnotes are an integral part of these financial statements.


<PAGE>

<TABLE>


                         ROANOKE TECHNOLOGY CORPORATION
                                  BALANCE SHEET
                         As of October 31, 2004 and 2003


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
<CAPTION>

CURRENT LIABILITIES                                                                       10/31/2004          10/31/2003
-------------------
                                                                                      -----------------------------------
<S>                                                                                         <C>              <C>
             Accounts payable                                                               $     38,929     $   274,710
             Payrol tax and penalty payable                                                      666,590         782,693
             Employee loan                                                                             -           5,090
             Payrol payable                                                                       28,581
             Salary payable - Officer                                                            107,625
             Loan from affiliated company                                                        500,000               -
             Current maturity on SBA loan                                                        230,599         164,421
                                                                                      -----------------------------------

                      Total Current Liabilities                                                1,572,324       1,226,914
                                                                                      -----------------------------------

LONG TERM LIABILITIES
---------------------

             Long term, SBA loan                                                                       -         270,807
             Less current portion of long term debt                                                    -        (164,421)
             Convertible debenture bond and accrued interest                                     828,390         440,704
                                                                                      -----------------------------------

                      Total Long Term Liabilities                                                828,390         547,090
                                                                                      -----------------------------------

                      TOTAL LIABILITIES                                                        2,400,714       1,774,004
                                                                                      -----------------------------------

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


             Preferred Stock, $.0001 par value
                Authorised:10,000,000
                Issued and Outstanding: None                                                           -               -

             Common Stock, $.0001 par value
                 Authorized: 5,000,000,000
                 Issued: 2,829,651,286 and 494,151,286, respectively                             282,965          49,415
             Additional paid in capital                                                       20,973,866       8,635,939
             Retained earnings (loss)                                                        (22,994,465)    (10,115,685)
                                                                                      -----------------------------------

                      Total Stockholders' Equity                                              (1,737,634)     (1,430,331)
                                                                                      -----------------------------------

                      TOTAL LIABILITIES AND EQUITY                                          $    663,080     $   343,673
                                                                                      ===================================

</TABLE>







 The accompanying footnotes are an integral part of these financial statements.

<PAGE>
<TABLE>

                         ROANKOE TECHNOLOGY CORPORATION
                            STATEMENTS OF OPERATIONS
             For the twelve months ending October 31, 2004 and 2003


<CAPTION>


                                                                                          10/31/2004       10/31/2003
                                                                                      -----------------------------------
<S>                                                                                        <C>               <C>
REVENUE                                                                                    $     795,923     $ 1,236,805
-------

COST OF SERVICES                                                                                 625,647       1,003,158
----------------
                                                                                      -----------------------------------

GROSS PROFIT OR (LOSS)                                                                           170,276         233,647
----------------------
                                                                                      -----------------------------------

EXPENSES

             General and administrative                                                       12,649,802       2,651,390
             Research and development                                                             89,082         141,274
                                                                                      -----------------------------------

             TOTAL EXPENSE                                                                    12,738,884       2,792,664
                                                                                      -----------------------------------

OPERATING INCOME                                                                             (12,568,608)     (2,559,017)
----------------
                                                                                      -----------------------------------

OTHER INCOME (EXPENSE)

             Other income - gain from litigation settlement                                      110,698               -
             Other expense - Settlement on bond retirement                                      (296,012)              -
             Interest expense                                                                   (124,858)        (69,762)
                                                                                      -----------------------------------

             TOTAL OTHER INCOME (EXPENSE)                                                       (310,172)        (69,762)
                                                                                      -----------------------------------

NET INCOME (LOSS)                                                                          $ (12,878,780)    $(2,628,779)
-----------------
                                                                                      ===================================


Earnings (loss) per share                                                                  $       (0.01)    $     (0.02)
-------------------------

Weighted average number of common shares                                                   1,795,901,286     124,478,481
----------------------------------------


</TABLE>


 The accompanying footnotes are an integral part of these financial statements.


<PAGE>
<TABLE>

                         ROANOKE TECHNOLOGY CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                             As of October 31, 2003
<CAPTION>

                                                                                   ALLOW
                                                                ADDITIONAL          FOR            RETAINED
                                   COMMON           PAR          PAID IN           STOCK      EARNINGS                TOTAL
                                    STOCK          VALUE         CAPITAL           COMP.          (DEFICIT)          EQUITY
                              ---------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>           <C>              <C>             <C>              <C>
Balance, October 31, 2002            59,059,057      $ 5,906       $6,307,696       $(153,429)      $ (7,486,906)    $(1,326,733)

Stock issued in debenture            85,501,001        8,550          302,890                                            311,440
  bond conversion

Stock issued for services            78,000,000        7,800          425,200                                            433,000

Stock issued for officer
  compensation and bonus            271,591,228       27,159        1,600,153                                          1,627,312

Allowance for deferred
  stock compensation on
  contract services                                                                   153,429                            153,429

Net income (loss)                                                                                     (2,628,779)     (2,628,779)

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

Balance, October 31, 2003           494,151,286      $49,415       $8,635,939       $       -       $(10,115,685)    $(1,430,331)
                              ===================================================================================================


</TABLE>


 The accompanying footnotes are an integral part of these financial statements.

<PAGE>
<TABLE>

                         ROANOKE TECHNOLOGY CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                             As of October 31, 2004
<CAPTION>

                                                                                     ALLOW
                                                                  ADDITIONAL          FOR            RETAINED
                                     COMMON           PAR          PAID IN           STOCK      EARNINGS                TOTAL
                                      STOCK          VALUE         CAPITAL           COMP.          (DEFICIT)          EQUITY
                                ---------------------------------------------------------------------------------------------------

<S>                                 <C>               <C>           <C>              <C>              <C>              <C>
Balance, October 31, 2003             494,151,286     $ 49,415      $ 8,635,939                       $(10,115,685)    $(1,430,331)

Stock issued for contract
  services on Nov. 7, 2003
  for a value of $.0051/share         100,000,000       10,000          500,000                                            510,000

Stock issued for contract
  services on Nov. 19, 2003
  for a value of $.0055/share         300,000,000       30,000        1,620,000                                          1,650,000

Stock issued for contract
  services on Dec. 30, 2003
  for a value of $.006/share          400,000,000       40,000        2,360,000                                          2,400,000

Stock issued for officer
  compensation and bonus
  on May 24, 2004 at $.0054
  per share                         1,250,000,000      125,000        6,625,000                                          6,750,000

Stock issued for contract
  services on May 3, 2004
  for a value of $.006/share           90,000,000        9,000          531,000                                            540,000

Stock issued for contract
  services on June 15, 2004
  for a value of $.0044/share          70,000,000        7,000          301,000                                            308,000

Stock issued for contract
  services on July 12, 2004
  for a value of $.0027/share           4,000,000          400           10,400                                             10,800

Stock issued for contract
  services on Aug. 18, 2004
  for a value of $.0023/share           7,500,000          750           16,500                                             17,250

Stock issued for contract
  services on Sep. 14, 2004
  for a value of $.0021/share          14,000,000        1,400           28,000                                             29,400

Stock issued to retire bond
  liability on Sep. 30, 2004
  for a value of $.0018/share         100,000,000       10,000          170,000                                            180,000

Net income (loss)                                                                                      (12,878,780)    (12,878,780)
                                  ------------------------------------------------------------------------------------------------

Subtotal balance                    2,829,651,286     $282,965      $20,797,839      $        -       $(22,994,465)    $(1,913,661)
                                  ================================================================================================
</TABLE>

 The accompanying footnotes are an integral part of these financial statements.

<PAGE>

<TABLE>

                         ROANOKE TECHNOLOGY CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                             As of October 31, 2004
<CAPTION>

                                                                                     ALLOW
                                                                  ADDITIONAL          FOR            RETAINED
                                     COMMON           PAR          PAID IN           STOCK          EARNINGS           TOTAL
                                      STOCK          VALUE         CAPITAL           COMP.          (DEFICIT)          EQUITY
                                  ------------------------------------------------------------------------------------------------

<S>                                 <C>               <C>           <C>              <C>            <C>              <C>
Subtotal balance                    2,829,651,286     $282,965      $20,797,839      $      -       $(22,994,465)    $(1,913,661)

To record beneficial bond
  conversion Option as of
  October 1, 2004                                                       165,000                                          165,000

To record in kind contribution
  of interest on affiliated loan                                         11,027                                           11,027

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

Balance, October 31, 2004           2,829,651,286     $282,965      $20,973,866      $      -       $(22,994,465)    $(1,737,634)
                                  ================================================================================================


</TABLE>




 The accompanying footnotes are an integral part of these financial statements.

<PAGE>

<TABLE>

                         ROANOKE THECKNOLOGY CORPORATION
                            STATEMENTS OF CASH FLOWS
             For the twelve months ending October 31, 2004 and 2003



CASH FLOWS FROM OPERATING ACTIVITIES                                                      10/31/2004       10/31/2003
------------------------------------                                                  -----------------------------------
<S>                                                                                         <C>              <C>
             Net income (loss)                                                              $(12,878,780)    $(2,628,779)
                                                                                      -----------------------------------

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

             Depreciation                                                                         56,903          64,456
             Amortization - bond discount                                                          8,264               -
             Compensation in the form of stock                                                12,215,450       2,213,741
             Stock issued in bond retirement                                                     180,000               -
             Accrue in kind interest                                                              11,027               -
             Gain on litigation sttlement                                                        110,698               -
             (Increase) Decrease in accounts receivable                                          (16,083)          7,024
             (Increase) Decrease in employee advance                                              (3,750)         10,530
             (Increase) Decrease in prepaid expense                                                    -          13,289
             (Increase) Decrease in deposits                                                      (2,900)              -
             Increase (Decrease) in payables and accrued expenses                               (215,678)         50,058
             Increase (Decrease) in employee loan                                                 (5,090)          5,090
             Increase (Decrease) in accrued interest                                              26,071          69,776
                                                                                      -----------------------------------

                      Total adjustments to net income                                         12,364,912       2,433,964
                                                                                      -----------------------------------

             Net cash provided by (used in) operating activities                                (513,868)       (194,815)
                                                                                      -----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES

             Cash paid for equipment                                                             (56,485)        (43,493)
                                                                                      -----------------------------------

             Net cash flows provided by (used in) investing activites                            (56,485)        (43,493)
                                                                                      -----------------------------------


CASH FLOWS FROM FINANCING ACTIVITIES

             Proceeds from loan from affiliated company                                          500,000               -
             Proceeds from loan on bond retirement loan                                           92,500               -
             Proceeds from debenture bond                                                                        238,027
             Cash paid on officer loan                                                           (54,499)              -
             Cash paid on SBA loan                                                                40,208               -
                                                                                      -----------------------------------

             Net cash provided by (used in) financing activities                                 578,209         238,027
                                                                                      -----------------------------------

CASH RECONCILIATION

             Net increase (decrease) in cash                                                       7,856            (281)
             Cash - beginning balance                                                             18,306          18,587
                                                                                      -----------------------------------

ENDING CASH BALANCE                                                                         $     26,162     $    18,306
--------------------                                                                  ===================================

</TABLE>

 The accompanying footnotes are an integral part of these financial statements.



<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY

                        NOTES TO THE FINANCIAL STATEMENTS

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

Industry - Roanoke Technology Corporation (The Company) was incorporated
--------
December 11, 1997 as Suffield Technologies Corp., its original name, under the
laws of the State of Florida. The Company is headquartered in Rocky Mount, 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 - Revenues resulting from technology consulting services are
-------------------
recognized as such services are performed in accordance with generally accepted
accounting principles.

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

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

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

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

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

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 dependency 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.

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

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, 2004.

On December 25, 2003 the Company negotiated an installment agreement with the
Internal Revenue Service with regard to its past due payroll tax liability. The
agreement calls for payments of $5,000 per month for 48 months with a balloon
payment for the balance owed at the end of that period. The Company's President,
Dave Smith, signed for personal liability of the Trust Fund portion in the
amount of $321,840 plus penalties and interest should the Company default on
these payments. Should the Company default on these payments and any other
current tax compliance, the Company's property can be taken by the Internal
Revenue Service to satisfy the liability.

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. The Company has set
up an allowance for doubtful accounts for those accounts that The Company has
uncertainty for collection. 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, accrued
interest, accrued payroll and payroll taxes created from normal operations of
the business.

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

Long - term debt consists of:

On September 30, 2004, The Company entered into a Secured Convertible Debenture
Bond Agreement (Agreement) with Cornell Capital Partners, LP. Pursuant to the
Agreement, The Company issued convertible debentures to Cornell Capital
Partners, LP in the original amount of $825,000. The disbursement was paid
October 1, 2004. The debentures are convertible at the holder's option any time
up to maturity at a conversion price equal to the lower of (i) 120% of the
Volume Average Price of the common stock on the date of the debenture or (ii)
80% of the Volume Average Price of the common stock of the Company for the five
trading days immediately preceding the conversion date. The debentures are
secured by the assets of the Company. The debentures have a three-year term and
accrue interest at 5% per year. Cornell Capital Partners, LP received 10% of the
gross proceeds of the convertible debentures. At maturity if not paid, the
debentures will automatically convert into shares of common stock at a
conversion price of (i) 120% of the Volume Weighted Average Price of the common
stock on the date of the debentures or (ii) 80% of the Volume Weighted Average
Price of the common stock of The Company for the five trading days immediately
preceding the conversion date. The Convertible Debenture Bond is secured by all
assets and property of The Company as set forth in the Security Agreement.

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 the agreement was considered modified and then had a
total balance loaned in the amount of $740,000. The outstanding balance for
these bonds is $393,000 for the year ended October 31, 2003 plus accrued
interest. Subsequent to the year ended October 31, 2003, the bond was refinanced
through a settlement agreement whereby 100,000,000 shares of common stock were
issued and a cash payment of $600,000 that was refinanced by a new bond
agreement as discussed above.

On November 7, 2000, The Company entered into a loan agreement with First
International Bank, Hartford, CT. The U.S. Small Business Administration is the
guarantor on this loan in the amount of $290,000. The initial interest rate, a
variable rate, was 11.50% per year and has since been renegotiated with Aurora
Loan Services, Inc. to 8.50%.
,
Aggregate maturities of long - term debt over the next five years for the year
ended October 31, 2003 are as follows:

For the year ended October 31, 2003

             YEAR                    AMOUNT
             ----                    ------
             2004                   164,421
             2005                    36,222
             2006                    36,424
             2007                    42,909
             2008                    46,701

Subsequent to the year ended October 31, 2004, this loan was paid in full during
December of 2005.

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

In January of 2004, The Company paid $10,000 to buy out its lease contract and
move to a less expensive building in Rocky Mount, NC. The new lease is for 5
years and calls for monthly payments of $3,500 for the first year, $4,000 for
the second and third years, and $4,500 for the fourth and fifth years. The lease
contract also calls for The Company to pay for any leasehold improvements.

The Company also leases its phone systems, internet lines and various equipment.
The lease terms are month to month leases and leases that expire in less than 12
months. For this reason, The Company considers all of these types of lease
arrangements as operating. Currently the lease costs average about $50,000 for
line services and equipment rental per year included 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. None of these shares have been issued and the limitations, rights,
and preferences were yet to be determined by the Board of Directors.

Class A Common Stock
--------------------

The Company has authorized 100,000,000 shares of Class A common stock at a par
value of $.0001 which has the right to vote at a rate equivalent to (10) shares
of common stock for each share of Class A common stock held.

On November 19, 2004, subsequent to the year ended October 31, 2004, the Company
entered into an agreement with David Smith, President, in which David Smith
agreed to return 100,000,000 shares of the Company's common stock in
consideration for the issuance of 100,000,000 shares of the Company's Class A
Common Stock.

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

The Company has been authorized 20,000,000,000 shares of common stock at $.0001
par value. The Company amended its articles of incorporation effective September
29, 2004 for this number of shares authorized. The Company had originally
authorized 150,000,000 common shares at its inception.

On November 19, 2004, subsequent to the year ended October, 31, 2004, the
Company entered into an agreement with David Smith, President, in which David
Smith agreed to return 100,000,000 shares of the Company's common stock to the
company in consideration for the issuance of 100,000,000 shares of the Company's
Class A common stock. The shares returned have been retired.

On September 30, 2004 the Company issued 100,000,000 shares of common stock to
the holders of the Company's debenture bond liability in a settlement to retire
the bond issue. The shares were issued at a value of $180,000, or $0.0018 per
share.

On September 14, 2004, the Company issued 10,000,00 shares of common stock to
Barry Clark for consulting services for a value of $21,000, or $0.0021 per
share.

On September 14, 2004, the Company issued to Russell Jones, an employee,
4,000,000 shares of stock for services for a value of $8,400, or $0.0021 per
share.

On August 18, 2004 the Company issued 7,500,000 shares of common stock to J.
Powell for consulting services for a value of $17,250, or $0.0023 per share.

On July 12, 2004 the Company issued 2,000,000 shares of common stock to J. Saldi
for consulting services for a value of $5,400, or $0.0027 per share.

On July 12, 2004 the Company issued 2,000,000 shares of common stock to Dan
Smith, an employee, for services for a value of $5,400, or $0.0027 per share.

On June 15, 2004 the Company issued 50,000,000 shares of common stock to T.
Bojadzijev for consulting services for a value of $220,000, or $0.0044 per
share.

On June 15, 2004 the Company issued 20,000,000 shares of common stock to J.
Randall Hicks for consulting services for a value of $88,000, or $0.0044 per
share.

On May 3, 2004 the Company issued 20,000,000 shares of common stock to J.
Randall Hicks for consulting services for a value of $120,000, or $0.006 per
share.

On May 3, 2004 the Company issued 50,000,000 shares of common stock to T.
Bojadzijev for consulting services for a value of $300,000, or $0.006 per share.

On May 3, 2004 the Company issued 20,000,000 shares of common stock to Barry
Clark for consulting services for a value of $120,000, or $0.006 per share.

On May 24, 2004 the Company issued 1,250,000,000 shares of common stock to the
Company's President in compliance with the President's compensation agreement.
These shares were issued in compliance with the anti-dilution clause of this
agreement for a value of $6,750,000, or $0.0054 per share. The shares were
accounted for at the value of the trading price close of day on that date.

On November 7, 2003 the company entered into a consulting Agreement with Barry
Clark. As compensation, the Company Issued 100,000,000 common shares for a value
of $510,000, or $.0051 per share.

On November 19, 2003 the Company entered into a consulting agreement with Tom
Bojadzijev. As compensation, the Company issued 300,000,000 common shares for a
value of $1,650,000, or $.0055 per share. Also, on December 30, 2003 the Company
entered into an additional consulting agreement and issued 400,000,000 common
shares for a value of $2,400,000, or $.006 per share.

During the fiscal year end October 31, 2003, the Company converted debenture
bond principal and interest into 85,501,001 common shares for a value of
$311,440.

On October 27, 2003 the Company issued 270,000,000 restricted common shares to
David Smith, President, in compliance with his employment agreement for a value
of $1,620,000, or $.006 per share. The shares represent a bonus for services
rendered and consideration for extension on his employment agreement as amended
on October 27, 2003.

On September 18, 2003 the Company issued 277,960 restricted common shares to
David Smith, President, in compliance with his employment agreement for a value
of $1,140, or .0041 per share. The employment agreement bonus term is 5 years
from the date the agreement was amended, October 27, 2003.

On April 8, 2003 the Company issued 1,313,268 restricted common shares to David
Smith, President, in compliance with his employment agreement for a value of
$6,172, or .0047 per share. The shares represent a retroactive and continuing
bonus whereby the amended employment agreement calls for a stock bonus of 1% of
the outstanding common shares of the Company determined each year on December
31. The employment agreement bonus term is 5 years from the date the agreement
was amended, October 27, 2003.

On February 15, 2003 the Company entered into a consulting agreement with Byron
Rambo to have assistance with the negotiations with the Internal Revenue Service
regarding its past due payroll tax liability. As compensation, the Company
issued 1,000,000 shares of common stock for a value of $12,000 or $0.012 per
share, the trading value of the stock the day the agreement was entered into.

During the year, 2003, the Company entered into consulting agreements with Barry
Clark to provide advice to undertake for and consult with the Company concerning
management of sales and marketing resources, consulting, strategic planning,
corporate organization and structure, financial matters in connection with
connection with the operation of the businesses of the Company, expansion of
services, acquisitions and business opportunities, and shall review and advise
the Company regarding its overall progress, needs, and condition. The following
lists the compensation in the form of common stock provided by the agreements:
on January 29, 2003 7,000,000 shares for $98,000 or $0.014 per share, on March
31, 2003 14,000,000 shares for $64,000 or $0.0046, on June 12, 2003 14,000,000
shares for $77,000 or $0.0055 per share, on September 9, 2003 14,000,000 shares
for $70,000 or $0.005 per share and on October 3, 2003 28,000,000 shares for
$112,000 or $0.004 per share. All shares were valued at the trading value of
common shares on the dates that the agreements were entered into.

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

The Company has entered into a five year employment contract with the President,
Dave Smith, as amended on August 22, 2000, April 12, 2001 and October 27, 2003.

As amended on October 27, 2003, the contract provides for a salary of $150,000;
a stock bonus of 270,000,000 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; receive up to one 1% of the issued and
outstanding shares of the Company which amount will be determined as of December
31st of each year; an anti dilution clause that the employee shall be issued
additional shares to ensure that he retains at least 51% of the issued and
outstanding shares of the Company; standard non-competition clause during this
term and for a period of 2 years after; automatic renewal of the employment
agreement for additional one year terms (provided he is not in default under the
employment agreement) after the 5 year term of the contract from October 27,
2003.

12. Deferred Tax Assets and Liabilities:
    -----------------------------------

The Company, currently a C-Corporation, accounts for income taxes in accordance
with Statements on Financial Accounting Standards 109. As of October 31, 2004
and 2003, The Company had a deferred tax asset in the amount of approximately
$4,598,000 and $2,023,000, respectively, that is derived from a net operating
tax loss. A portion of this carry-forward 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 2024 if not used to offset taxable income. There is uncertainty
about whether the Company will be in a position of using these tax assets
therefore an allowance has been set up to offset these assets.

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

The Company paid interest for the years ended October 31, 2004 and 2003 in the
amounts of $91,000 and $12,100, respectively. The Company had no income tax
payments due and did not pay any income tax amounts during the period. The
Company had non-cash transactions that periodically include Officer and
Consultant expenses paid in the form of stock as shown in the Statement of
Stockholders Equity. For the year ended October 31, 2004, The Company issued as
a debt retirement settlement expense 100,000,000 shares of common stock for a
value of $180,000.

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.

As noted in footnote 16, related party disclosure, there is uncertainty
regarding the current negotiations on a demand note in the amount of $500,000.
The Company is recording "in kind" contributions of interest as described in
that footnote until these negotiations come to a conclusion.

On October 15, 2003 a default judgment against the Company was entered in favor
for the plaintiff, Gordon & Rees, LLP, in the amount of $106,720 plus attorney
fees of $26,680. The suit was over legal fees incurred by the Company and the
fees are included in the Company's accounts payable balance. The fees were
incurred during the year ended October 31, 2002. On May 27, 2004 the Company
entered into a settlement agreement whereby the Company would pay $19,000 by
June 11, 2004 to allow a dismissal of the lawsuit. Such amount was paid and this
case was settled in full.

On February 20, 2003 a complaint, Sprint Communications Company Limited
Partnership vs. Roanoke Technology Corp., was filed in in the State of North
Carolina, County of Halifax Superior Court Division. The complaint asserts that
The Company is indebted to the plaintiff for a total of $179,150.16 and costs of
the action brought forward. The Company has filed a counter-claim in response to
this action. Representation for The Company has not determined the likeliness
that the plaintiff will be successful with the complaint. The management of The
Company asserts that the complaint will not have a material adverse affect on
The Company's results of operations, financial position or liquidity. This
matter was settled in full for $10,000.

AJW Partners, LLC. AJQ Offshore, Ltd., AJW Qualified Partners, LLC and New
Millenium Capital Partners II, LLC v. Roanoke Technology Corp., Supreme Court of
the State of New York, Index No. 04-600698. The complaint was filed on March 16,
2004 and served on March 19, 2004. The lawsuit was commenced based upon stock
purchase agreement comprised of convertible debenture bonds with attached
warrants with the plaintiffs. The plaintiffs claim that a total of $775,000 is
still owed under the convertible debentures. A full settlement was reached in
this matter.

Sancor Industries Ltd. v. Sun-Mar Corporation, Top-10 Promotions, Inc. and
Roanoke Technology Corp. Ontario Superior Court of Justice, Court File No.
99-CV-172600 CMA. A judgment was granted against us for unauthorized insertion
of the plaintiffs trademarks in our mega-tags. The specific judgment amount was
not listed.

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.

16.  Related party disclosure:
     -------------------------

During July of 2004 The Company entered into a verbal agreement with an
affiliated company, owned 100% by The Company's President, whereby The Company
borrowed $500,000 with no terms. The amount originated in the affiliated company
by a personal loan from the Company's President. The Company records "in kind"
interest at a rate of 7% per year and is recorded as an expense and an "in kind"
contribution to capital by The Company's President reflecting the Presidents
unsigned personal agreement with the affiliated company. This loan is considered
by The Company to be a demand note.

Related party uncertainty:

There is question regarding this demand note as there was an unsigned agreement
with the lender with the President that documents The Company as being the
borrower rather than the President. The Company's President and management has
elected The Company to record "in kind" interest at the rate stated in that
document. The parties continue to negotiate satisfactory terms with regard to
this demand note and there is uncertainty about the results of these
negotiations.