SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               AMENDMENT NO. 1 TO
                                    FORM 10-K

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

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

                              For Fiscal Year Ended
                                October 31, 2001

                            Commission File # 0-26715

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

                                     Florida
                (State or other jurisdiction of incorporation or
                                  organization)

                                   22-3558993
                      (IRS Employer Identification Number)

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

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

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

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

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

<PAGE>

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-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. (X)

Revenues for year ended October 31, 2001: $1,551,609

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of February 13, 2002, was: $2,069,472

Number of shares of the registrant's common stock outstanding as of February 13,
2002 was: 36,438,112

Transfer Agent as of February 13, 2002:

                             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 539 Becker Drive,
Roanoke Rapids, North Carolina, 27870 and our telephone number is (252) 537-
9222.

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

Business of Issuer. Roanoke Technology Corp. is headquartered in
Roanoke Rapids, North Carolina. We are a developer and marketer of a service
designed to maximize and promote Internet web site presence. To put it simply,
our primary business function is to make our customers' Internet web sites easy
to find. Most persons searching the Web for a product or service use a search
engine. Web sites often use television and print media advertising in an attempt
to direct traffic to their web sites, but we utilize our own proprietary
software products to alter our customer's web sites in ways which make the sites
more appealing to the top search engines. If our customers wish to generate
business from the Internet, it is important that their Web sites appear in the
top 10 or 20 positions of targeted search engine indices. Simply put, that is
what we do. In addition, we utilize a suite of proprietary computer programs
which allow our users to analyze and track their Web Sites "visibility". Our
proprietary software analyzes high ranked sites on the targeted search engines
to determine the most important key words, phrases, and other design
characteristics of those sites. Our 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 and $1,879,379
for the year ended October 31, 2001.

<PAGE>

FORMATION

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

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

SERVICES

Our services are designed to improve the visibility of our customer's web sites
in the Internet. The first level of service, the "Starter Plan"
consists of getting the customer's web sites registered on about 800 of the most
significant search engines.

Sales of the "Premium Plan" and its derivatives accounted for
82.6% of revenues for the fiscal year 2001. This plan is sold for $1,649. This
plan was originally sold for $1,295. It was increased to $1,495 effective May 4,
2000 and $1649 effective January 1, 2002. It differs from the Starter Plan in
that its goal is not to get the web site listed by the search engines, but to
increase the probability that the site will be one of the first 20 sites listed
by the search engines when appropriate key words are used.

Since many key word searches can return hundreds, if not thousands, of matches,
it is important that those attempting to generate business from their Internet
listing assure that their site is listed in the first one or two pages returned
by the search engine. If the customer has more than one web site we will promote
these sites for half price of $824.50. We originally charged $647.50, but
increased the price to $747.50 effective May 4, 2000 and to $824.50 on January
1, 2002.

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

-    Identify appropriate key words or terms for the customer's web site. The
     Premium Plan allows for 6 terms and up to 6 additional terms may be
     purchased for $150 each. Sale of additional terms to customers purchasing
     the Premium Plan accounted for 5.6% of revenues during the 12 months ended
     October 31, 2001.

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

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

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

-    Create a "referring domain" and web site for the customer that is hosted by
     RTC Hosting, a subsidiary of Roanoke Technology Corporation. This referring
     domain will attract many of the search engine robots within two weeks of
     its creation. The robots will follow links on the referring domain site to
     the customer's original site and to the new content pages that were created
     and placed on their site as part of our process.

-    We verify the placement of the web pages. We submit the new content pages
     and the referring domain site pages to the search engines that do not
     automatically crawl the site.

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

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

We commit to the following for our Premium Plan:

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

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

     -    The placements will consist of existing pages on our customer's sites
          as well as the new pages we make for our customers.

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

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

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

Our sales efforts rely primarily upon our proprietary software programs to
generate sales leads that are then followed up with e-mail and telemarketing
efforts. Due to the increasing number of web sites indexed by the key search
engines and changes in the way these sites are indexed by the search engines,
the visibility of the web sites which we have enhanced tends to decline over
time. We re-solicit prior customers periodically and offer them the opportunity
to renew their web site visibility. The renewal process is the same as described
above and with the same guarantee. The renewal price is $825.50 and an
additional $150 for each key word or phrase over six.

Sales of Re-promotions or renewals accounted for 11.4% of our revenues in the
fiscal year ended October 31, 2001, up 7.6% from October 31, 2000. We expect
renewals to become a somewhat larger percentage of total revenues as our
customer base grows.

RTCHOSTING CORP

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

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

Key features of the system include:

     -    Automation of the competitive procurement system and elimination of
          unnecessary telephone and fax communications.

     -    Capability to show RFQ's only to selected venders; venders cannot see
          the purchaser's whole shopping list.

     -    Capability to limit authority of the various purchasing agents working
          for the purchaser.

     -    Capability for use by purchasing agents at remote locations.

     -    Capability to show cost trends by item and by suppliers over time.

     -    Capability to vary limits by which bids must change.

     -    Capability to provide individual personalized sites from a secure
          server. This eliminates the ability of competitors to access
          purchasing activity which could provide significant competitive
          information.

     -    Capability to show productivity and effectiveness of individual
          purchasing agents.

All of the software required to operate OPS has been developed or is being
developed by us. The web hosting services of the OPS will be supplied through a
server located in Laurel, Maryland. As of January 2002, all RTC Hosting servers
were moved to The Colocation Company (Coloco), in Laurel, Maryland. Coloco is a
secure server hosting facility that provides redundant power and Internet
connectivity.

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

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

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

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

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

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

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

In January 2002, RFQ Hosting completed backend integration to Southeastern Data
Cooperative, Inc.'s general ledger and accounting system. Southeastern Data
Cooperative, Inc. is a developer of software systems for Rural Electric
Cooperatives and Electric Distribution Utilities that integrate consumer
accounting, general accounting and engineering requirements. They currently have
an installed base of one hundred forty-five cooperatives nationwide with plans
for the implementation of eight to ten new customers this year.

Currently, we are developing a seamless gateway to GeKL Technologies UplinkOSp
product. GeKL Technologies is leading the way in defining the next generation of
Internet communications software. For over 5 years, GeKL Technologies has been
designing Internet based applications on a platform that resides within a
multi-tiered security system. The multi-tiered security platform ensures that
only individuals with valid ID and Password are allowed entry. Once in the
system, the ability to pass into other areas or programs is again re-validated
based on the ID and Password clearance. GeKL has developed a portal specifically
targeted to rural electrical cooperatives. By developing seamless integration to
OPS, every electrical cooperative that uses GeKL's UplinkOSp product will have
secure access to our procurement application.

RTCH also completed development of its' newest product, RTC Homes, in January
2002. RTC Homes is a template-driven web site targeted to real estate agents and
brokers. Features of the system include:

     -    Template Driven: Real estate agents and brokers, regardless of their
          skill level, can create and maintain their own websites without having
          to depend on professional webmasters.

     -    Unlimited number of listings: There are no additional fees for adding
          listings to a website.

     -    Real estate agents and brokers have their own domains: The name of the
          Real estate agents and brokers or their company will be part of her
          website address.

     -    Real estate agents and brokers control their content: Annoying
          advertisements will not distract customers.

     -    High visibility: Real estate agents and brokers using RTC Homes will
          benefit from their websites appearing in the top twenty listings of
          many major search engines.

     -    MLMax shared listing database: Associations or groups of Real estate
          agents and brokers can share their listings with each other if they so
          desire. This multiple listing database is IDC and RETS compliant.

     -    Favorite Homes List: Homebuyers can save their favorite homes in a
          list which can be easily updated and therefore save time when
          communicating with the Real estate agents and brokers.

     -    Web Mail: Real estate agents and brokers can have an unlimited number
          of email addresses, all of which contain their domain name. Email can
          be accessed from anywhere in the world using RTC Web Mail.

     -    Calendar of Events: Real estate agents and brokers can list all
          upcoming events and open houses on their website.

     -    Survey Module: Real estate agents and brokers can design web forms and
          surveys to help them gather valuable information from their potential
          customers.

     -    Task System: Real estate agents and brokers can utilize a web based
          task management system to assist them in managing their work and the
          work of their employees.

RTC Homes is competitively priced. One-time setup fees are $99, which includes
the first month's fee. Subsequent fees are $49 per month. RTCH is currently in
partnership discussions with several local and state realtor associations and
individual companies are being targeted as well.

TRADEMARKS

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


PERSONNEL

We currently employ 39 full time employees. They fall into 4 different
categories: 3 management, 26 sales, 4 programmers, and 6 support personnel.
Sales personnel are compensated on a base pay plus commission basis. We expect
to continue to add salespersons.

<PAGE>

COMPETITION

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

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

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

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

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

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

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

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

<PAGE>

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. As of September 2001 there were approximately 22.7 million
".com" and 3.0 million ".net" web sites contained in the zone files for ICANN
(The Internet Corporation for Assigned Names and Numbers). 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.

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

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

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

<PAGE>

MATERIAL PROGRAMMING COSTS

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

Material programming costs are:

<TABLE>
<CAPTION>

          Year Ending     Year Ending          Year Ending
          Oct. 31, 2001   October 31, 2000     Oct. 31, 1999
          --------------  ----------------     -------------
<S>      <C>              <C>                     <C>
Total    $255,274         $171,706                $52,729
</TABLE>

RESEARCH AND DEVELOPMENT EXPENSES

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

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

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

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

(1) Craig (Plaintiff) v. Top-10 Promotions, Inc., Glenn Canady and Kelly Allen
(collectively, the Defendants); Sonoma County Superior (Limited Civil),
California, Case No. 163579 filed on June 21, 2000. Plaintiff, Gary Craig,
operates a web site which dispenses information about a therapeutic technique
and offers instructional material for a fee. Plaintiff purchased our product
known as "Premium Service" in order to secure at least 10 placements for his web
site URL within the top 20 positions somewhere across the Internet's top search
engines. The product performed as expected. However, in working with his web
site, Plaintiff caused his site specific search engine to become unusable.
Despite this fact, Plaintiff filed suit claiming that it was not his own
actions, but rather our "Premium Service" which caused his site to become
unusable. This matter was settled in July 2001 for $4,000 without an admission
of liability by us.

(2) Oyster Software, Inc. (Plaintiff) v. Roanoke Technology Corp. (Defendant and
Cross-Defendant), Forms Processing, Inc. (Defendant) and Barry Matz (Defendant);
United States District Court, Northern District of California, Case No. C000724
filed on March 1, 2000. Plaintiff, Oyster Software, Inc. claims trademark and
copyright infringement, misappropriation and unfair competition based on the
placement of its trademarks and copyrighted material into HTML web pages
utilized by defendant Forms Processing, Inc. (FPI). FPI claims that it had no
knowledge of this fact and that the web pages were created for it by us as part
of the purchase of the product known as "Premium Service." We deny
placing the allegedly infringing material into FPI's web pages. Plaintiff's
complaint seeks declaratory relief, an injunction, an accounting, damages in
excess of $1,600,000 and an award of attorneys fees and costs. Through its
cross-complaint, FPI seeks declaratory relief and indemnity. We are presently
defending such lawsuit. The parties entered into mediation in December 2001 and
are working toward a possible settlement.

(3) Sancor Industries Ltd. (plaintiff) v. Sun-Mar Corporation (defendant and
third party claimant) and Top-10 Promotions Inc. and Roanoke Technology
Corporation (third party defendants); Ontario Superior Court of Justice Court
File No. 99-CV-172600CMA. The plaintiff, Sancor Industries, claims damages for
breach of an undertaking given by Sun-Mar not to use, display or incorporate
trademarks of the plaintiff, Sancor, based on the alleged placement of the
plaintiff's trademarks and proprietary material into HTML web pages utilized by
the defendant Sun-Mar Corporation. Sun-Mar Corporation has claimed contribution
and indemnity from the third party defendants for any amounts for which it is
found liable to Sancor. Sun-Mar Corporation claims that it had no knowledge of
the usage of any such materials in the web pages and that the web pages were
created for it by us as part of the purchase of the product known as
"Premium Service". We deny placing the allegedly infringing material
into Sun-Mar Corporation's web pages. The plaintiff seeks declaratory relief, an
injunction, an accounting and general damages in an unspecified amount as well
as exemplary and punitive damages in the amount of $100,000 as well as
attorney's fees and costs. For purposes of limiting our legal fees in this
matter, we settled with Sum-Mar for 100,000 restricted common Roanoke shares
plus the issuance of a promissory note to Sun-Mar for a total of $100,000 less
the amount of proceeds received by Sun-Mar from the sale of the 100,000 Roanoke
shares.

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

On October 31, 2001, a majority of our shareholders, by written consent
authorized the removal of Glenn Canady from our Board of Directors.

<PAGE>

                                     PART II
                                     -------

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

On February 13, 2002, based on information received from brokers and others in
fiduciary capacities, we estimate that the total number of shareholders of our
common stock does not exceed 500. Our common stock is available for trading
through electronic trading services via the OTC Bulletin Board.

The following table sets forth, for the periods indicated, the range of high and
low closing bid prices for our common stock through October 31, 2001
and as available through electronic trading services subsequent to such date.

<TABLE>
<CAPTION>

                         Common Stock Bid
                         High     Low
                         ----     ---
     Fiscal Quarter      High              Low
                         ----              ---
<S>                     <C>                <C>
     January 31, 1999   $ 7.125            $1.875
     April 30, 1999     $10.00             $6.375
     July 31, 1999      $11.00             $8.00
     October 31, 1999   $ 9.00             $4.50
     January 31, 2000   $ 5.12             $3.37
     April 30, 2000     $ 3.50             $0.75
     July 31, 2000      $ 1.50             $0.05
     October 31, 2000   $ 1.01             $0.125
     January 31, 2001   $ 0.45             $0.15
     April 30, 2001     $ 0.15             $0.05
     July 31, 2001      $ 0.10             $0.02
     October 31, 2001   $ 0.02             $0.01
</TABLE>

Dividends
---------

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

Item 6. Selected Financial Data
--------------------------------

<TABLE>
<CAPTION>
                              Twelve Months     Twelve Months         Twelve Months
                            Ended October 31,   Ended October 31,     Ended October 31,
                                   2001              2000                1999
                               -----------------------------------------------------
STATEMENT OF OPERATIONS DATA:
<S>                             <C>               <C>                   <C>
Total revenues                  $   1,551,609          1,999,103     $ 1,144,122
Operating expenses                    742,016          1,055,268         451,797
Gross profit from operations          809,593            943,835         550,213
General and administrative
 expenses                           2,223,258          1,845,828       3,152,748
Income (loss) from operations      (1,849,663)        (1,172,516)     (2,683,450)
Other income (expense)                (29,716)           107,272          (2,954)
Net Loss                         $ (1,879,379)        (1,065,244)    $(2,686,404)

OTHER DATA:

EBITDA (1)                       $ (1,688,939)        $( 909,016)    $(2,541,338)
Net cash provided (used) by
 operating activities                (323,658)            82,038        (229,254)
Net cash provided (used) by
 investing activities                (240,471)          (110,251)       (104,140)
Net cash provided (used) in
 financing activities                  523,170            (8,695)        397,503

Net book value per share                   .01               .02            0.03

Basic earnings (loss) per share            .21               .01             .26

BALANCE SHEET DATA:

Cash and cash equivalents        $         35          40,994            $  77,904
Total assets                          563,040         465,924              485,673
Current liabilities                   669,719         242,830               44,175
Total liabilities                     918,332         682,366              103,988
Stockholders' equity                 (355,292)        216,441              381,685
Total liability and equity       $    563,040         465,925             $485,673

</TABLE>

<PAGE>

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

Fiscal 2001 Compared with Fiscal 2000

In fiscal 2001, we felt the pullback in the economy as did most companies. Sales
declined 22% from the previous year from $1,999,103 to $1,551,609. We have
included additional internet services as stated in the outlook section, however
the benefit of these additional services was not seen in the fiscal year 2001.

Cost of sales was at its lowest cost as a percentage of sales, 37% in our
history; however, we did spend $255,274 in research and development costs as
compared to $115,023 in the previous year.

General and Administration costs were at $2,223,258 for fiscal 2001 and
$1,845,828, an increase of 20%. The increase was due to increased litigation,
filing fees and compensation in the form of stock for our President and our
consultants. All other classifications of expense had no material change from
the prior year.

Due to the economy, increased general and administrative, and research and
development costs, we had a 76% increase in net loss as compared to the
prior year, or $(1,879,379) for fiscal 2001 and $(1,065,244) for fiscal 2000.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Selected Financial Data

<TABLE>
<CAPTION>

                                                     Year Ended
                                       Oct. 31, 2001            Oct. 31, 2000
                                     -------------------------------------------
<S>                                    <C>                      <C>
Net cash provided (used) by
 continuing operating activities       $ (323,658)              $   82,036
Net cash provided (used) by
 investing activities                  $ (240,471)              $ (110,251)
Net cash provided (used) by
 financing activities                  $  523,170               $   (8,965)
Working Capital                        $ (629,592)              $ (146,836)
Total Debt                             $  918,332               $   13,853
Shareholder's equity                   $ (355,292)              $ 216,441
</TABLE>

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

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

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

<PAGE>

Outlook

Considerable effort has been put into concentrating on two key areas since the
close of our fiscal year: increasing sales and reducing expenses. Long distance
charges have been reduced in excess of ten percent and Internet access fees have
been reduced by over sixty percent. Several non-revenue positions have either
been eliminated or moved to revenue-producing activities. We continue to look at
every opportunity to reduce our cost structure without sacrificing the quality
of our service offering. Our hardware infrastructure is adequate to support our
projected growth and we do not anticipate any major expenditure in this area
during the 2001-2002 fiscal year.

Top-10 Promotions December 2001 sales were up fifteen percent over December 2000
sales. Sales for January 2002 were up over twenty percent over January 2001. We
expect to see sales continue to be up over same-month sales from the previous
year. We are continuing to give attention to increasing the size and the
productivity of our sales force. Training sessions are conducted daily with all
newly hired employees that help them become a contributor to our revenues in a
much shorter time frame than they had historically.

We recently completed beta testing on our newest product, RTC Homes, which is a
template-driven web site targeted to the real estate business. Effort is also
being put into consolidating all of our RTC Hosting web applications into
configurable modules that can be selected for individual customer needs.

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

We have in place the necessary computer equipment and programs to serve the new
RTC Hosting and RFQ products. RFQHosting Corp (RFQ) is a 35% owned joint venture
in Roanoke Online, LLC. The Company and Roanoke Energy Resources, Inc., a
subsidiary of Roanoke Electric Cooperative, entered into a joint venture whereby
the Company, through RFQ, receives 35% of the gross revenues of Roanoke Online,
LLC, a business to business online procurement service. We are responsible for
providing software maintenance and support personnel. Roanoke Energy Resources,
Inc. is responsible for the day to day management and marketing of RFQ.

<PAGE>

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

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

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

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

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

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

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

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

<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 October 31, 2001, are set forth below. The
directors hold office for their respective term and until their successors are
duly elected and qualified. Vacancies in the existing Board are filled by a
majority vote of the remaining directors. The officers serve at the will of the
Board of Directors.

<TABLE>
<CAPTION>

                                         With Company
Name                        Age          Position
--------------------                     -----------------------------
<S>                         <C>          <C>
David L. Smith, Jr.         44           Chief Executive Officer,
                                         President and Director
Glenn L. Canady (1)         36           Vice President-Operations,
                                         Director
Edwin E. Foster, Jr.        51           Secretary and Director
</TABLE>

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

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

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

(1) Glenn Canady resigned as our officer and director on October 31, 2001. We
also had a majority shareholder consent executed to remove Mr. Canady as a
director. Such resignation was not due to disagreements with the decision of the
Board.

<PAGE>

COMMITTEES OF THE BOARD

We presently do not have any committees.

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

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

Certain Legal Proceedings

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

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

None

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)     2001    $136,500      -0-         (1)              -0-
President and Director     2000    $150,000      -0-         (1)              -0-
                           1999    $120,000      -0-         (1)              -0-

Glenn Canady               2001    $100,200      -0-         -0-              -0-
Vice President and         2000    $120,000      -0-         -0-              -0-
 Director                  1999    $ 53,077      (2)(3)     $1,000            -0-

Edwin Foster, Jr.(4)(5)    2001    $ 11,060      -0-         -0-              -0-
Secretary and Director     2000    $ 72,020      -0-         -0-              -0-
                           1999    $ 18,000      -0-         -0-              -0-

Ryan Brown(6)              2001    $ 83,846      -0-         -0-              -0-
Programer                  2000    $ 92,923      -0-         -0-              -0-
                           1999    $ 33,461      -0-         -0-              -0-
</TABLE>

<PAGE>

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

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

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

(2) Glenn's salary was based on $60,000 per year until June 3, 1999. He
commenced employment during fiscal year 1999. Increased to $80,000 per year as
of June 4, 1999. Further increased to $100,000 per year as of August 27, 1999.
On June 30, 2000 his salary was adjusted per his employment agreement to
$120,000 as we had revenues of $2,000,000 over the preceding 12 month period.
Glenn also received sales commissions of $29,027.63 in 1999 and $9862.50 in
2000. He resigned as officer and director on October 31, 2001.

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

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

(5) We made loans to Ed during May and June 2000 totaling $22,932. The loans
accrue interest at the rate of 7.5% per annum and all accrued interest and

principal are payable in full on or before October 31, 2003.

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

<PAGE>

Compensation of Directors

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 13, 2002, 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.

<TABLE>
<CAPTION>

                                   Number of Shares of
Name of Beneficial Owner/          Common Stock               % of Beneficial
Identity of Group                  Beneficially Owned         Ownership
--------------------------------------------------------------------------------
<S>                             <C>                                <C>
David L. Smith, Jr.             18,482,341(1)                      50.72%
Edwin E. Foster, Jr              1,000,000(2)                       2.74%

All executive officers and      19,482,341                         53.47%
directors as a group (2 persons)

</TABLE>

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

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

<PAGE>

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

We made loans to Ed during May and June 2000 totaling $22,932. The loans accrue
interest at the rate of 7.5% per annum and all accrued interest and principal

are payable in full on or before October 31, 2003.

<PAGE>

                                     PART IV
                                    ---------

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

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

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

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

3.   Exhibits:

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

3.1  Certificate of Incorporation, as amended (1)

3.2  Bylaws, as amended (1)

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

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

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

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

10.5 Employment Agreeement - Glenn Canady (2)

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

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

(b)        Reports on Form 8-K
           We did not file any reports on Form 8-K for the fiscal year ended
           October 31, 2001.

<PAGE>

                                   SIGNATURES

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

                        ROANOKE TECHNOLOGY CORP.

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

                         Officer and Director

Dated: February 20, 2002

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

<TABLE>
<CAPTION>


Name                         Title                                      Date
----                         -----                                      ----
<S>                          <C>                                     <C>
/s/ David L. Smith, Jr.      President, Chief Executive Officer,     February 20, 2002
-----------------------      and Director
    David L. Smith, Jr.

/s/ Edwin Foster             Secretary and Director                  February 20, 2002
------------------------
    Edwin Foster

</TABLE>

<PAGE>

ITEM 15.   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, 2001 and 2000

     Statements of Operations                    4
     For the Twelve Months Ended

     October 31, 2001 and 2000

     Statement of Stockholders'Equity            5
     As of October 31, 2001 and 2000

     Statements of Cash Flow                     6
     For the Twelve Months Ended

     October 31, 2001 and 2000

     Notes to the Financial Statements           7-12

<PAGE>

Independent Auditors Report

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

We have audited the accompanying balance sheet of Roanoke Technology
Corporation, as of October 31, 2001 and 2000, and the related statements of
operations, capital surplus and cash flows for the twelve months then ended
October 31, 2001 and 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Roanoke Technology Corporation,
as of October 31, 2001 and 2000, and the results of its operations and its cash
flows for the months then ended in conformity with generally accepted accounting
principles.

                           /s/Gately & Associates, LLC
                        ------------------------------
                            Gately & Associates, LLC

                          Certified Public Accountants
                           Orlando, Florida
                           February 5, 2002

<PAGE>

                     ROANOKE TECHNOLOGY CORPORATION
                            AND SUBSIDIARY
                            BALANCE SHEETS

               As of October 31, 2001 and October 31, 2000

                                  ASSETS

<TABLE>
<CAPTION>

                                              2001                       2000
                                          -----------                -----------
CURRENT ASSETS
<S>                                       <C>                       <C>
 Cash                                     $        35               $   40,994
 Employee advances                              5,494
  Accounts receivable                          64,598                   57,860
  Less: allowance for doubtful accounts        30,000                    2,900
                                           -----------               -----------
     Total Current Assets                      40,127                   95,954

PROPERTY AND EQUIPMENT

   Equipment and leasehold improvements       517,220                 274,749
   Less: accumulated depreciation             133,647                  65,956
                                           -----------              -----------

      Total Property and Equipment            383,573                 208,793

OTHER ASSETS

   Organization costs                           1,000                   1,000
   Loan origination costs                      13,927                       0
   Goodwill                                    19,614                  19,614
   Software                                   313,000                 313,000
   Less: Accumulated amortization             294,419                 181,386
                                           -----------               ----------
   Net intangibles                             53,122                 152,228
   Deposits                                    19,850                   8,950
   Officers' receivable                        76,368                       0
                                           ------------               ---------
      Total Other Assets                      149,340                 161,178

           TOTAL ASSETS                     $ 573,040               $ 465,925
                                           ============              ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued expenses  $  626,720                $ 235,630

   Credit card payable                        17,588                        0
   Current maturity of long-term debt         35,411                    7,200
                                          -----------                ----------

      Total current liabilities              679,719                  242,830

LONG TERM LIABILITIES

   Long term debt                            284,024                   13,854
   Less: current portion                      35,411                    7,200
                                          -----------                ----------
     Total long term liabilities             248,613                    6,654
                                          -----------                ----------

       TOTAL LIABILITIES                     928,332                  249,484

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

   Common stock - $.0001 par value;
    50,000,000 shares authorized;
    34,337,597 and 12,830,183 issued
    and outstanding respectively              3,434                     1,283
   Additional paid-in capital             5,783,045                 4,272,351
   Allowance for long-term
     Stock compensation                    (205,199)                        0
   Retained earnings                     (5,936,572)               (4,057,193)
                                         -----------              ------------
       TOTAL STOCKHOLDERS' EQUITY          (355,292)                   216,441
                                         -----------              ------------

       TOTAL LIABILITIES AND EQUITY      $  573,040               $    465,925
                                        =============             =============

</TABLE>

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION

                                 AND SUBSIDIARY

                            STATEMENTS OF OPERATIONS

            For the Twelve Months Ended October 31, 2001 and 2000
<TABLE>
<CAPTION>

                                         2001                    2000
                                         ----------              -----------
REVENUE

<S>                                     <C>                      <C>
  Sales                                 $ 1,551,609              $ 1,999,103
  Cost of sales                             742,016                1,055,268
                                         ----------              -----------
GROSS PROFIT                                809,593                  943,835

GENERAL & ADMINISTRATIVE EXPENSES         2,403,982                2,001,328
RESEARCH & DEVELOPMENT                      255,274                  115,023
                                         ----------              -----------
INCOME (LOSS) FROM OPERATION             (1,849,663)              (1,172,516)

OTHER INCOME AND (EXPENSE)

   Interest - net                           (29,716)                    (728)
   Gain on sale of stock                          0                  108,000
                                         ----------              -----------
   Total Other                              (29,716)                 107,272
                                         ----------              -----------

NET INCOME (LOSS)                       $(1,879,379)             $(1,065,244)
                                         ==========              ===========

NET EARNINGS PER SHARE

   Basic and Diluted

      Net loss per share                       (.21)                    (.64)

Basic and Diluted Weighted Average

Number of Common Shares Outstanding        9,129,693                1,654,312
(as adjusted for reverse stock split)
</TABLE>

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                             As of October 31, 2001

<TABLE>
<CAPTION>

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

Third offering                 1,349,572        135      354,635                               354,770
Issuance for consulting fees     250,000         25       24,975                                25,000

Officer compensation             850,000         85    1,991,165                             1,991,250
Asset acquisition                999,111         99      629,901                               630,000
Stock issued for services          1,500                  11,813                                11,813
Net loss for the year                                                           (2,686,404) (2,686,404)
                           -------------------------------------------------------------------------------
Balance at October 31,1999     11,330,183     $1,133  $3,372,501 $           0 $(2,991,949) $  381,685

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

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

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

Stock issued for cash           1,000,000        100      49,900                                50,000

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

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

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

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

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

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

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

Balance at October 31, 2001    34,337,597     $3,434  $5,783,045 $  (205,199)  $(5,936,572)  $(355,292)
                           ===============================================================================
</TABLE>

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION

                                 AND SUBSIDIARY

                            STATEMENTS OF CASH FLOWS

              For the Twelve Months ending October 31, 2001 and 2000

<TABLE>
<CAPTION>

                                                        2001                  2000
                                                     -----------           -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>                   <C>
   Net income (loss)                                $ (1,879,379)         $(1,065,244)

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

   Gain on sale of investment                                 0             (108,000)
   Depreciation and amortization                        180,724              155,500
   Stock issued for services and compensation         1,062,646              900,000
  (Increase) decrease in accounts receivable             20,362              (54,960)
  (Increase) decrease in employee advance                (5,494)                   0
  (Increase) decrease in officers' receivable           (76,368)                   0
  (Increase) decrease  in deposits                      (24,827)              (7,450)

   Increase (decrease) in payables & accrued expenses   391,090              198,215

   Increase (decrease) in credit card payable            17,588                    0
   Increase (decrease) in deferred revenue                    0              (44,025)
                                                      ----------            -----------

      Total adjustments to net income                 1,565,721            1,039,280
                                                      ----------            -----------

   Net cash flows from operations                      (313,658)             (25,964)

CASH FLOWS FROM INVESTING ACTIVITIES

   Cash received from sale of investment                      0               108,000
   Capital expenditures on equipment                   (240,471)             (110,251)
                                                      -----------           -----------
   Net cash flows from investing                       (240,471)               (2,251)
                                                      -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of common stock               225,000                     0
   Proceeds from long-term note payable                 290,000                     0

   Proceeds from short-term note payable                 20,000                     0

   Payments on notes                                    (21,830)               (8,695)
                                                      -----------           ----------

   Net cash flows from financing                        513,170               (8,695)
                                                      -----------           ----------

CASH RECONCILIATION

   Net increase (decrease) in cash                      (40,959)              (36,910)
   Cash at beginning of year                             40,994                77,904
                                                       ----------           ----------
CASH BALANCE AT OCTOBER 31, 2001 & 2000                $     35              $ 40,994
                                                      ===========           ==========
</TABLE>

<PAGE>

                         ROANOKE TECHNOLOGY CORPORATION

                                 AND SUBSIDIARY

                        NOTES TO THE FINANCIAL STATEMENTS

                       (See Independent Auditor's Report)

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

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

Revenue Recognition and Service Warranty - Revenues

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

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

Basis of Accounting- The Company's financial statements

-------------------
are prepared in accordance with generally accepted accounting principles. All
costs associated with software development and advancement are expensed as a
cost of sales through an ongoing research and development program.

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

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

<PAGE>

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

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

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

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

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

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

Fair Value of Financial Instruments - The Company's

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

<PAGE>

amounts of other financial instruments approximate their fair value because of
short-term maturities.

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

Concentrations of Risk - Financial instruments

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

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

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

Stock-Based Compensation - In accordance with the

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

<PAGE>

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

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

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

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

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

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

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

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

6. Accounts payable and accrued expenses:
   --------------------------------------

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

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

Long - term debt consists of:

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

<PAGE>

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

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

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

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

<TABLE>

<S>                      <C>                              <C>                  <C>
For the quarter ended July 31, 2000                   For the year ended October 31, 2000

YEAR                    AMOUNT                            YEAR               AMOUNT
2002                    35,968                            2001                7,200
2003                    35,302                            2002                4,995
2004                    40,569                            2003                1,659
2005                    46,559                            2004                    0
2006                    52,149                            2005                    0
</TABLE>

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

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

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

The Company also leases its phone systems, internet lines and various equipment
 . The lease terms range from month to month leases to leases with a term of
sixty months. All long - term leases include an upgrade clause of which
management intends to upgrade technology when available.

<PAGE>

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

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

Preferred Stock

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

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

Common Stock

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

Stock Incentive Plans:

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

The contract provides for a salary of $150,000; a stock bonus of 5,200,000
restricted common shares; a stock bonus of 1,000,000 common shares per year for
each year that the Company generates a profit

<PAGE>

during the five year term; quarterly bonus of 30% of the net income before
income tax of The Company; standard non-competition clause; an option to renew
the employment agreement for an additional two year term (provided he is not in
default under the employment agreement); and annually, with approval of the
Board of Directors, receive up to one percent of the issued and outstanding
shares of the Company determined on December 31st of each year.

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

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

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

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

<PAGE>

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

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

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

The Company paid interest in the amount of $26,779 during the quarters ended
April 30, 2001. The Company had no income tax payments due and did not pay any
income tax amounts during the period.

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

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

Craig (Plaintiff) v. Top-10 Promotions, Inc., Glenn Canady and Kelly Allen
(collectively, the Defendants); Sonoma County Superior (Limited Civil),
California, Case No. 163579 filed on June 21, 2000. Plaintiff sought $16,295
plus punitive damages, interest, attorneys fees and costs. With rising
attorney's fee the company decided in late June and early July to settle the
matter with Mr. Craig by making a full and final payment of $4,000.00 directly
to him. The continuation of the case leading to trial would have far exceeded
this amount. It was deemed prudent to settle without admitting liability and the
Dismissal With Prejudice was filed in July, 2001 with the court. Plaintiff, Gary
Craig, operates a web site which dispenses information about a therapeutic
technique and offers instructional material for a fee. Plaintiff purchased our
product known as "Premium Service" in order to secure at least 10 placements for
his web site URL within the top 20 positions somewhere across the Internet's top
search engines. The product performed as expected. However, in working with his
web site, plaintiff caused his site specific search engine to become unusable.
Despite this fact, Plaintiff filed suit claiming that it was not his own
actions, but rather defendants "Premium Service" which caused his site to become
unusable. Although we are disclosing this lawsuit, we do not deem it to be
material.

<PAGE>

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

FPI seeks declaratory relief and indemnity. With this case progressing toward
the trial date, the company could not maintain adequate legal defense due to
financial conditions. Our legal counsel requested the court to be released and
the court granted that petition. The company is unable to provide legal
representation due strictly to lack of funding. The company was facing a court
deadline to obtain legal counsel or strike our responsive pleadings, third party
cross-complaint and enter default. The company requested the court to be allowed
to participate in the ordered mediation conducted in December, 2001. The court
allowed our CEO to attend the mediation without counsel. During the course of
the mediation the company was able to enter into an agreement with plaintiff to
settle the third party claim. The specifics have not been approved by the court
as of this writing. The other third party claim with FPI is ongoing and will be
by the court during the month of January 2002.

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

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

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

<PAGE>

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