10-K 1 f10k2004_roanoke.txt ANNUAL REPORT FOR YEAR ENDING 10/31/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 10-K ---------------------------------- [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ----------------- Commission File Number 0-26715 ROANOKE TECHNOLOGY CORP. (Exact name of registrant as specified in its charter) Florida 22-3558993 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2720 North Wesleyan Blvd. Rocky Mount, North Carolina 27804 (Address of principal executive offices) (Zip Code) (252) 428-0200 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: None Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- ------------------- ----------------------------------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value ------------------------------- (Title of class) ------------------------------- (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) Revenues for year ended October 31, 2004: $795,923 Aggregate market value of the voting common stock held by non-affiliates of the registrant as of February 23, 2005 was: $1,061,667 Number of shares of the registrant's common stock outstanding as of February 23, 2005 was: 2,946,524,239 Transfer Agent as of February 23, 2005: Interwest Transfer Co. 1981 East Murray Holladay Road, Suite 100 Salt Lake City, Utah 84117 PART I Item 1. Description of Business Business Development. We were incorporated in Florida on December 11, 1997 under the name Suffield Technologies Corp. We did not have any significant revenues until we purchased all of the issued and outstanding shares of Top 10 Promotions, Inc., a Virginia corporation with its principal place of business in North Carolina, in accordance with a Stock Purchase Agreement and Share Exchange dated and effective May 28, 1998. Top 10 was incorporated in Virginia on November 18, 1997. We maintain our principal offices at 2720 North Wesleyan Blvd., Rocky Mount, North Carolina, 27804 and our telephone number is (252) 428-0200. We have not been involved in any bankruptcy, receivership or similar proceeding. We have not been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. Business of Issuer. Roanoke Technology Corp. is headquartered in Rocky Mount, North Carolina. We are a developer and marketer of a service designed to maximize and promote Internet web site presence. To put it simply, our primary business function is to make our customers' Internet web sites easy to find. Most persons searching the Web for a product or service use a search engine. Web sites often use television and print media advertising in an attempt to direct traffic to their web sites, but we utilize our own proprietary software products and knowledge regarding search engine indexing algorithms to alter our customer's web sites in ways which make the sites more appealing to the top search engines. If our customers wish to generate business from the Internet, it is important that their Web sites appear in the top 10 or 20 positions of targeted search engine indices. Basically, that is what we do. In addition, we utilize a suite of custom computer programs that allow our users to analyze and track their Web Sites "visibility". Our proprietary software analyzes high ranked sites on the targeted search engines to determine the most important key words, phrases, and other design characteristics of those sites. Our customers' web sites are then changed to reflect the preferences of those search engines and thus increase the probability that their web site will appear in the top 10 or 20 sites listed by the search engine when those search characteristics are used. Since most Web surfers ignore search results beyond the first hundred listed sites, a higher ranking almost always translates to higher visitor hits for our customers. This results in greater exposure for our customers, improved results for their web presence, and increased customer reliance on our services. The sweeping transition of the Internet from being primarily an information and entertainment platform to becoming a medium for e-commerce is well under way. Web sites are no longer perceived just for informational content or to simply establish Internet presence. In order to fully capitalize on the opportunity that the Internet represents, today's companies require implementation of a proven Internet promotional strategy to maintain traffic and develop sales. In order for companies to fully realize the potential of the Internet, companies must effectively market their web sites beyond standard print and media advertising. We have a history of significant losses. We had a loss of $305,545 from December 11, 1997 (inception) through October 31, 1998; $2,686,404 for the year ended October 31, 1999; $1,065,244 for the year ended October 31, 2000, $1,879,379 for the year ended October 31, 2001; $1,550,334 for the year ended October 31, 2002; $2,628,779 for the year ended October 31, 2003 and $12,728,290 for the year ended October 31, 2004. FORMATION On December 11, 1997, we were formed in Florida as a C corporation under the name Suffield Technologies Corp. We did not have any significant revenues until we purchased all of the issued and outstanding shares of Top 10 Promotions, Inc. a Virginia corporation with its principal place of business in North Carolina, in accordance with a Stock Purchase Agreement and Share Exchange dated and effective May 28, 1998. Top 10 was incorporated in Virginia on November 18, 1997. Since the closing of the share exchange, the operations of Top 10 has represented 100% of our revenues to date. Based on the share exchange, we undertook the following: (i) on June 11, 1998, we filed an amendment to our incorporation document in Florida changing our name to Roanoke Technology Corp.; (ii) on July 20, 1998, we were issued a Certificate of Authority to do business in North Carolina; (iii) on July 22, 1998, the State of Virginia issued a Certificate of Merger whereby Top 10 merged into us; and (iv) on September 4, 1998, we filed a Certificate of Assumed Name in Halifax County, North Carolina to do business under the name Top 10 Promotions. SERVICES Our services are designed to improve the visibility of our customer's websites on the Internet. Since many key word searches can return hundreds, if not thousands, of matches, it is important that those attempting to generate business from their Internet listing assure that their site is listed in the first one or two pages returned by the search engine. o When a customer purchases the "Premium Plan" we begin the following procedures: o Identify appropriate key words or terms for the customer's website. The Premium Plan allows for 6 terms. o Identify the unique characteristics and patterns associated with each search engine's robot and indexing practices. o Create a customer web page for each term. Each contract will require a creation of approximately 6 to 24 pages. o The created web pages are then moved to the customer's website or server. o We analyze the customer's website for any characteristics that may be detrimental to their rankings on the search engines and make the appropriate changes to their website. These changes typically include modification of text and metatags on the home page and occasionally we modify the navigation through their site. o We verify the placement of the web pages and create a site map for the customers' site. We submit the new content pages to the search engines that do not automatically crawl the site. o Approximately 4 weeks after we have completed the applicable submissions, preliminary results will be noticed. In most cases 60 days after the pages are placed on the server the customer will be able to check the results at the customer's section of our web. As part of the Premium Plan, we will continue to monitor and furnish Visibility Reports for each customer for up to 6 months. The reports are compiled every two weeks and are made available to our customers via their own private portal into our customer service application. We commit to the following for our Premium Plan: Our services will secure no less than ten (10) placements somewhere within the top 20 positions somewhere across the top search engines that we target. ss. The engines we target consist of Yahoo, AskJeeves, Teoma, Excite, Infoseek, HotBot, Lycos, iWon, NBCi, AOL NetFind, LookSmart, AltaVista, Google, Netscape, MSN, Northern Light, Webcrawler, Wisenut, Splatsearch, Overture, ScrubTheWeb, 7Search, All The Web and Open Directory Project. Top-10 Promotions may target different search engines than those listed in this agreement as market conditions change. ss. The placements will consist of existing pages on the customers site as well as the new pages we made. The listings may appear on any single engine, all the engines, or spread across any number of the engines listed above. ss. We will not promote keywords that contain registered trademarks of other companies. Client assumes all responsibility for submitting keywords that contain registered trademarks of other companies. ss. We are not agreeing to increase traffic to the customer's site. That is a function of demand for the customer's product or service. The agreement is only for placement of the customer's URL(s) in the search engine indexes. ss. In the event of our failure to meet this agreement, Top-10 Promotions will repeat the service at no charge. We also offer silver and gold plans. The same processes are followed except we promote 12 or 24 keywords respectively. We also guarantee 20 new placements in the search engines for the silver plan and 30 placements for the gold plan. Our sales efforts rely primarily upon our proprietary software programs to generate sales leads that are then followed up with e-mail and telemarketing efforts. Due to the increasing number of websites indexed by the key search engines and changes in the way these sites are indexed by the search engines, the visibility of the websites that we have enhanced tends to decline over time. We re-solicit prior customers periodically and offer them the opportunity to renew their website visibility. The renewal process is the same as described above and with the same guarantee. RTCHOSTING CORP RTCHosting Corp., or RTCH, is our wholly owned subsidiary that was formed in June 2000. We currently offer two forms of hosting for our customers. The first form gives the client the option of using a template driven web-site creation process or using standard ftp uploads of html pages. This package is $19.99 per month. The second form of hosting is a template driven system with e-commerce capabilities built in. This hosting package is $49.95 per month. Both packages allow for add-on services and packages to suit the customers needs. TRADEMARKS "Top 10 and Design" and "PC Beacon" are both registered trademarks with the United States Patent and Trademark Office. A trademark application for "RTCHosting" has been filed with the United States Patent and Trademark Office as well. The opposition period is completed and a notice of allowance has been issued. PERSONNEL We currently employ 16 full time employees. They fall into 4 different categories: 2 management, 5 sales, and 9 support personnel. Sales personnel are compensated on a base pay plus commission basis. COMPETITION There are numerous Internet promotion companies that promote web sites. They all use one of three distinctly different methodologies for promoting their customer's web sites. The vast majority simply submit the URL of the customer's "Home Page" to hundreds of search engines. This is the least effective way because this method has the following built-in problems: (a) most of the search engines are search engines in name only, and are really directories. The user must know the name of the company to have any degree of success; (b) over 82% of the search engine traffic is driven by the most popular search engines. This renders the vast majority of the others very ineffective; (c) this method can not work successfully because it is almost impossible to make a web page appeal to more than 1 or 2 search engines. Each search engine employs different indexing practices. To date, the only successful method of obtaining consistent rankings in the search engines is to make pages for each "keyword phrase" for each engine. The second method of promoting a site in the search engines is to purchase positions within the indices or to purchase advertising space on the site in the form of banner advertisements. The cost of this method is extremely expensive and not practical for most small business owners. The third way is to prepare pages for each "keyword phrase" for each search engine. We utilize this method. We have no knowledge of any other company that has the ability to effectively track what characteristics appeal to the major search engines and to make pages based on those characteristics. The following are the only web sites that we have found that can be deemed to compete with us: WebPosition Gold; SubmitIt; Did-it.com.: The market for a worldwide on-line commerce web site is relatively new, quickly evolving and subject to rapid change. There are few substantial barriers to entry, and we expect to have additional competition from existing competitors and new entrants in the future. It is our belief, however, that we represent the leading edge of the industry. GENERAL BUSINESS CONDITIONS There is no apparent seasonality in our business but weekly or monthly sales volume can be impacted by holidays and popular vacation periods which impair the ability of our telemarketers to reach potential customers. Our business is not dependent upon any single customer or type of business. Since we have no subcontractors, we are not dependent upon an outside sales force. All work is performed in house. This includes the creation and development of our software. CUSTOMERS Our potential market or customer base consists of every business-oriented web site in the world. Our largest single customer accounts for less than one percent of our total revenues and no particular industry accounts for more than two percent of our revenues. The following is a partial list of what types of businesses a few of our customers are involved with: _ Real Estate _ Insurance _ Telephone Equipment _ Auto Supplies _ Plastic Surgeon _ Print Media _ Financial Advisory _ Pet Supplies _ Police Supplies _ e-commerce _ Pump Sprayers _ Farm Equipment _ Printing Supplies _ Recycling _ Clothing _ Autoclave Equipment _ Industrial Equipment Supplier _ Material Manufacturers _ Material Brokers _ Business Consultants _ Time Management Consultants _ Advertising Agency _ Personnel Placement Agency _ Pilot Supplies _ Medical Supplies _ Pool Supplies _ Golf Equipment _ Travel Agency _ Recreation Equipment MATERIAL PROGRAMMING COSTS We incur programming costs to maintain and improve the computer programs used internally in the conduct of our business. Most of this work has been undertaken by salaried personnel. Material programming costs are: Year Ending Year Ending Year Ending Oct. 31, 2004 October 31, 2003 Oct. 31, 2002 ------------- ---------------- ------------- Total $ 89,082 $120,537 $323,680 RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are considered a continual process and are expensed when incurred. When we can associate specific costs to a computer software product that has technological feasibility and research and development activities have been completed, we will capitalize those costs as an asset. Item 2. Description of Property We do not own any real estate. Instead we lease space for our executive offices and business operations. Our offices are located at 2720 N. Wesleyan Boulevard, Rocky Mountains, North Carolina. On March 1, 2004 we entered into a five-year lease for 1.6 acres of land on which our offices are located. In addition, we have an option to lease the premises for an additional five years. The one story pre-engineered steel building located on the property is 9000 square feet in size. The building has an emergency generator and we believe it contains sufficient space for our ongoing operations. Our lease payments for the space are for 5 years and call for monthly payments of $3,500 for the first year, $4,000 for the second and third years, and $4,500 for the fourth and fifth years. The lease contract also calls for us to pay for any leasehold improvements. Item 3. Legal Proceedings Gordon & Rees, LLP v. Roanoke Technology Corp.; Top-10 Promotions, Inc. San Francisco County Superior Court, Case Number CGC-03-423362. The complaint was filed on August 12, 2003 and was "purportedly" served on September 12, 2003. On October 15, 2003, we received a Notice of Intention to Enter Default and Default Judgment. Plaintiff has not been able to provide the court documentation to support a default judgment. The default judgment was for $106,719.64 plus 10% of interest from 8/26/02 and attorney's fees of $26,679.91. On May 27, 2004 we entered into a settlement agreement whereby we would pay $19,000 by June 11, 2004 to allow a dismissal of the lawsuit. Such amount was paid and this case was settled in full. Sancor Industries Ltd. v. Sun-Mar Corporation, Top-10 Promotions, Inc. and Roanoke Technology Corp. Ontario Superior Court of Justice, Court File No. 99-CV-172600 CMA. A judgment was granted against us for unauthorized insertion of the plaintiffs trademarks in our mega-tags. The specific judgment amount was not listed. On February 20, 2003 a complaint, Sprint Communications Company Limited Partnership vs. Roanoke Technology Corp., was filed in the State of North Carolina, County of Halifax Superior Court Division. The complaint asserts that we are indebted to the plaintiff for a total of $179,150.16 and costs of the action brought forward. We have filed a counter-claim in response to this action. Our legal counsel has not determined the likeliness that the plaintiff will be successful with the complaint. This matter was settled in full for $10,000. AJW Partners, LLC. AJQ Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC v. Roanoke Technology Corp., Supreme Court of the State of New York, Index No. 04-600698. The complaint was filed on March 16, 2004 and served on March 19, 2004. The lawsuit was commenced based upon stock purchase agreement comprised of convertible debenture bonds with attached warrants with the plaintiffs. The plaintiffs claim that a total of $775,000 is still owed under the convertible debentures. A full settlement was reached in this matter. We are not currently aware of any other pending, past or present litigation that would be considered to have a material effect on us. There are no known bankruptcy or receivership issues outstanding and has no known securities law violations. Additionally, we have no known legal proceedings in which certain corporate insiders or affiliates of the issuer are in a position that is adverse to the issuer. Item 4. Submission of Matters to a Vote of Security Holders On August 22, 2003 a majority of the shareholders voted to amend the articles of to increase our authorized shares of Common Stock from 150,000,000 shares to 1,000,000,000 shares. PART II Item 5. Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities On February 23, 2005, based on information received from brokers and others in fiduciary capacities, we estimate that the total number of shareholders of our common stock exceeds 500. Our common stock is available for trading through electronic trading services via the OTC Bulletin Board. The following table sets forth, for the periods indicated, the range of high and low closing bid prices for our common stock through October 31, 2004 and as available through electronic trading services subsequent to such date. Common Stock Bid Fiscal Quarter High Low ---- --- January 31, 2002 $ 0.17 $ 0.01 April 30, 2002 $ 0.19 $ 0.05 July 31, 2002 $ 0.15 $ 0.03 October 31, 2002 $ 0.04 $ 0.01 January 31, 2003 $ 0.07 $ 0.01 April 30, 2003 $ 0.01 $ 0.01 July 31, 2003 $ 0.01 $ 0.01 October 31, 2003 $ 0.01 $ 0.01 January 31, 2004 $ 0.01 $ 0.01 April 30, 2004 $ 0.01 $ 0.01 July 31, 2004 $ 0.01 $ 0.01 October 31, 2004 $ 0.01 $ 0.01 Dividends We currently intend to retain future earnings, if any to support our growth. Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; our earnings; financial condition; capital requirements; and other factors which our Board of Directors deems relevant. Item 6. Selected Financial Data

~~UNITED~~Twelve ~~STATES~~Months ~~SECURITIES~~Twelve ~~AND~~Months ~~EXCHANGE~~Ended ~~COMMISSIONWashington~~October Ended October 31, D2004 31, 2003 STATEMENT OF OPERATIONS DATA: Total revenues $ 795,923 1,236,805 Operating expenses $ 625,647 1,003,158 Gross profit from operations $ 170,276 233,647 General and administrative $ 12,521,993 2,651,390 expenses Income (loss) from operations $(12,440,799) (2,559,017) Other income (expense) (100,698) (69,762) Net Loss $(12,728,290) (2,628,779) OTHER DATA: EBITDA (1) (12,569,203) (2,494,561) Net cash provided (used) by (564,066) (198,815) operating activities Net cash provided (used) by (40,602) (39,493) investing activities Net cash provided (used) in 612,524 238,027 financing activities Fully diluted earnings per share (*) (*) Basic earnings (loss) per share (0.C01) (.02) ~~20549~~* Less than (.01) per share BALANCE SHEET DATA: Cash and cash equivalents $ 26,162 18,306 Total assets $ 373,844 343,673 Current liabilities $ 2,137,015 1,274,615 Total liabilities $ 2,137,015 1,774,004 Stockholders' equity (1,763,171) (1,430,331) Total liability and equity $ 373,844 343,673

Please note that EBITDA is provided for analysis purposes. One may review this calculation to determine the earnings of the Company as calculated before interest, depreciation and amortization costs have been deducted. EBITDA as presented is not prepared in accordance with generally accepted accounting principles and may not be comparable to similarly titled measures reported by other companies. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2004 Compared with Fiscal 2003 In fiscal 2004 sales decreased 36% from the previous year, from $1,236,805 to $795,923. Our reduction in overhead is the primary reason for this decrease, but we feel that the decrease in expenditures offset the reduction in sales. Cost of sales decreased 38% to $625,647 or 79% of sales, from $1,003,158, or 81% of sales. General and Administration costs were at $12,521,993 for fiscal 2004 and $2,651,390 for fiscal 2003, an increase of 472%. The increase was mainly due to compensation in the form of stock which amounted to $12,215,450 during 2004. Without the stock compensation, the Company would have had a decrease in these costs of $131,106 due to cutting measures. The Company decreased its research and development of new services during the year ended October 31, 2004. These costs decreased 37% from $141,274_ to $89,082. Interest expense for the Company increased 32%, from $69,762 to $102,177, for the year due to the interest with regard to the issuance of convertible debenture bonds and additional finance costs with its Small Business Administration loan. The net loss of the Company had a 473% increase as compared to the prior year, or $(12,440,799) for fiscal 2004 and $(2,628,779) for fiscal 2003. LIQUIDITY AND CAPITAL RESOURCES Selected Financial Data Year Ended Oct. 31, 2004 Oct. 31, 2003 -------------- ------------- Net cash provided (used) by $ (564,066) $ (194,815) continuing operating activities Net cash provided (used) by $ (40,602) $ (43,493) investing activities Net cash provided (used) by $ 612,524 $ 238,027 financing activities Working Capital $ $ (1,256,309) Total Debt $ 2,137,015 $ (1,774,004) Shareholder's equity $ (1,763,171) $ (1,430,331) Cash flow from operating activities was $(564,066) as compared to a deficit of $(194,815) in the preceding year. Outlook During the past year, much attention has been placed on reducing expenses and increasing revenues. It is our opinion that we have trimmed expenses to an acceptable level without adversely affecting our ability to operate. We continue to monitor our expenses, however, and we will diligently scrutinize all expenditures. Top-10 Promotions sales were down over last year, however, our reduced expenses more than offset our this decline. Our sales staff has been cut to core personnel, which has lowered the total number of new clients but dramatically reduced our cost of generating the sales. In the coming year we are planning on expanding our sales force with quality personnel. This will be made possible by our relocation to our new facility in Rocky Mount, NC. The Rocky Mount area has a substantially larger employee pool to draw from with more qualified applicants than our current location. We expect to see Top-10 revenues reach $1.6 million to $1.8 million this year. We have added other revenue sources through our affiliate programs with Rent.com and Google as well as our expanded B2B service offerings that include expanded hosting, website design and optimization services. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in market prices and rates. We are exposed to market risk because of changes in foreign currency exchange rates as measured against the U.S. dollar. We do not anticipate that near-term changes in exchange rates will have a material impact on our future earnings, fair values or cash flows. However, there can be no assurance that a sudden and significant decline in the value of European currencies would not have a material adverse effect on our financial conditions and results of operations. Our short-term bank debt bears interest at variable rates; therefore our results of operations would only be affected by interest rate changes to the short-term bank debt outstanding. An immediate 10 percent change in interest rates would not have a material effect on our results of operations over the next fiscal year. Item 8. Financial Statements and Supplementary Data Our financial statements, together with the report of auditors, are included in this report after the signature pages. Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure Our accountant is Gately & Associates, LLC of Florida. At no time has there been any disagreements with such accountant regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Item 9A. Controls and Procedures As required by Rule 13a-14 under the Exchange Act, within 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer. Based upon that evaluation, the Company's Chief Executive Officer concluded that the Company's controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out this evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer as appropriate, to allow timely decisions regarding disclosures. The Company has confidence in its internal controls and procedures and has expanded its efforts to develop and improve its controls. Nevertheless, the Company's management, including the Chief Executive Officer, does not expect that the Company's disclosure procedures and controls, or its internal controls, will necessarily prevent all error or intentional fraud. An internal control system, no matter how well-conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal control system must reflect the fact that the Company is subject to resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all internal control issues or instances of fraud, if any, within the Company be detected. PART III Item 10. Directors, Executive Officers, Promoters and Control Persons: Compliance With Section 16(a) of the Exchange Act Our directors and officers, as of February 23, 2005, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors. Name Age With Company ---- --- Position David L. Smith, Jr.(1) 48 President, Chief Financial Officer Chief Executive Officer, and Director (1) David L. Smith, Jr. was appointed as our President on January 29, 2003 Our sole director will hold office until the next annual meeting of our stockholders and until his successor is elected and qualified or until his earlier resignation or removal. Each officer serves at the discretion of our Board of Directors. David L. Smith, Jr., RTC Founder, President, CFO, CEO and Director David L. Smith, Jr. was born and raised in Durham, North Carolina. In 1973 he received an athletic scholarship in wrestling to East Carolina University where he majored in business with a minor in physical education. From 1992 through 1995, David was the owner of DJ Distributors, a sole proprietorship based in Roanoke Rapids, North Carolina. The company was a direct sales organization involved in reselling vacuum cleaners. In 1995, DJ Distributors was no longer involved in direct sales and David used the company to start an Internet business to develop web sites for businesses. In October 1997, David formed Top 10 Promotions, Inc., a North Carolina corporation to continue the business of DJ Distributors. On May 28, 1998, Roanoke Technology Corporation acquired all the shares of Top-10 Promotions, which became a wholly owned subsidiary and David was appointed President, Chief Executive Officer and one of the directors. Along with customary Chief Executive responsibilities, David also is responsible for RTC's sales effort. COMMITTEES OF THE BOARD We presently do not have any committees. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors' fees and reimburse Directors for expenses related to their activities. None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years. Certain Legal Proceedings No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years. Compliance with Section 16(a) of the Exchange Act We have not filed Form 5's for our fiscal year ending October 31, 2004. Item 11. Executive Compensation The following table sets forth the annual and long-term compensation for services in all capabilities to the Company.

~~FORM~~Name 10& Position Year Salary Bonus Other Annual Long Term Compensation Compensation -K----------------------------------------------------------------------------------------------------------- David L. Smith Jr. (1) 2004 President, CEO and 2003 $185,602 -0- -0- -0- Director 2002 $185,602 -0- (1) -0-

(1) In October 2003, David received 270,000,000 shares pursuant to his amended employment agreement with us. On April 9, 2003 we issued a total of 1,313,268 shares to David L. Smith, Jr. based upon his amended employment agreement for bonuses owed for the years ended December 31, 2000, December 31, 2001 and December 31, 2002. The shares were issued in the following manner based on one (1%) percent of the issued and outstanding shares at the end of each of years set forth above: 126,687 shares for December 31, 2000, 364,381 shares for December 31, 2001 and 822,020 shares for December 31, 2002.In fiscal 2000, David received 1,500,000 of our restricted common shares per his employment agreement. The shares were valued at $.60 per shares for a total of $900,000. Since the beginning of fiscal 2000, David has received 1,500,000 of our restricted shares pursuant to his execution of a new 3 year employment agreement with us in August 2000. Such shares received by him would normally be valued at the trading price at the time he received the shares ($0.25) in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees." However, this standard considers the discounting of stock when such stock is restricted; our stock was thinly traded and the number of shares to be traded on the market (1,500,000) would greatly devalue the stock. Therefore, the method used was as follows: Initial price of $0.25; discounted 10% in lieu of the restriction. Based on this, the value is $337,500. Compensation of Directors Our Directors do not receive compensation for their services as directors but may be reimbursed for their reasonable expenses for attending Board meetings. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth as of February 23, 2005, information with respect to the beneficial ownership of our common stock by (i) each person known by us to own beneficially 5% or more of such stock, (ii) each director who owns any of our common stock, and (iii) all directors and officers as a group, together with their percentage of beneficial holdings of the outstanding shares.

~~[X]~~Name ~~ANNUAL~~of ~~REPORT~~Beneficial ~~PURSUANT~~Owner/ TONumber ~~SECTION~~of 13Shares ORof ~~15(d)~~Identity OFof ~~THE~~Group ~~SECURITIES~~Common ~~EXCHANGE~~Stock ~~ACT~~% OFof ~~1934~~Beneficial Beneficially Owned Ownership --------------------------------------------------------------------------------------------- CEDE & Co. 1,393,968,995 47.31% David L. Smith, Jr. 1,429,857,086 48.53% President, CFO, CEO and Director All current executive officers 1,429,857,086 48.53%

The persons named in the table have sole voting and investment power with respect to all shares of common stock. Item 13. Certain Relationships and Related Transactions. None. Item 14. Principal Accounting Fees and Services Audit Fees For the Company's fiscal year ended October 31, 2004 and 2003, we were billed approximately $7,500 and $4,800 for professional services rendered for the audit of our financial statements, respectively. We also were billed approximately $4,300 and $4,800 for the review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2004 and 2002, respectively. Tax Fees For the Company's fiscal year ended October 31, 2004, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning. All Other Fees The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended October 31, 2004. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PART IV Item 15. Exhibits and Reports on Form 8-K (a) The following documents are filed as part of this report: 1. Financial statements; see index to financial statement and schedules immediately following the signature pages of this report. 2. Financial statement schedules; see index to financial statements and schedules immediately following the signature pages of this report. 3. Exhibits: The following exhibits are filed with this Form 10-KSB and are identified by the numbers indicated: see index to exhibits immediately following financial statements and schedules of this report. 3.1 Certificate of Incorporation, as amended (1) 3.2 Bylaws, as amended (1) (1) Incorporated by reference to the Registrant's Form 10-SB, filed on July 15, 1999 (SEC File No. 000-26715). (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized. ROANOKE TECHNOLOGY CORP. By: /s/ David L. Smith -------------------------------- DAVID L. SMITH President, Chief Executive Officer and Director Dated: February 23, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ~~By: /s/ David L. Smith, Jr. Chairman of the Board of Dated: February 23, 2005 -------------------------------- Directors, Chief Executive David L.Smith, Jr. Officer~~

ROANOKE TECHNOLOGY CORPORATION Financial Statements Table of Contents FINANCIAL STATEMENTS Page # Independent Auditors Report 1 Balance Sheets 2 - 3 As of October 31, 2004 and2003 Statements of Operations 4 For the twelve Months Ended October 31, 2004 and 2003 Statement of Stockholders' Equity 5 - 6 As of October 31, 2004 Statements of Cash Flows 7 For the twelve Months Ended October 31, 2004 and 2003 Notes to the Financial Statements 8 - 14 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM The Board of Directors and Shareholders Roanoke Technology Corporation Rocky Mount, North Carolina We have audited the accompanying balance sheet of Roanoke Technology Corporation as of October 31, 2004 and 2003 and the related statements of operations, stockholder's equity and cash flows for the twelve months ending October 31, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on the audit. We conducted the audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Roanoke Technology Corporation as of October 31, 2004 and the results and its cash flows for the twelve months ending October 31, 2004 and 2003, in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the footnotes to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Gately & Associates, LLC Altamonte Springs, Florida January 15, 2005 ROANOKE TECHNOLOGY CORPORATION BALANCE SHEET As of October 31, 2004 and 2003

~~For~~ASSETS ~~the~~------ ~~fiscal~~CURRENT ~~year~~ASSETS ~~ended~~10/31/2004 ~~October~~ 10/31/2003 -------------- ----------------------------------- Cash $ 26,162 ~~2002~~$ 18,306 Accounts receivable, net of $36,505 allowance 16,083 - Employee advances 3,750 - ----------------------------------- Total Current Assets 45,995 18,306 ----------------------------------- PROPERY AND EQUIPMENT --------------------- Equipment and leasehold improvements 655,698 599,213 Less: accumulated depreciation (335,999) (279,096) ----------------------------------- Total Property and Equipment 319,699 320,117 ----------------------------------- OTHER ASSETS ------------ Deposits 8,150 5,250 ----------------------------------- Total Other Assets 8,150 5,250 ----------------------------------- TOTAL ASSETS $ 373,844 $ 343,673 ===================================

The accompanying footnotes are an integral part of these financial statements. F-2 ROANOKE TECHNOLOGY CORPORATION BALANCE SHEET As of October 31, 2004 and 2003

[LIABILITIES ]AND ~~TRANSITION~~STOCKHOLDERS' ~~REPORT~~EQUITY ~~UNDER~~------------------------------------ ~~SECTION~~CURRENT 13LIABILITIES OR10/31/2004 1510/31/2003 ------------------- ----------------------------------- Accounts payable and accrued expenses $ 67,510 $ 322,411 payrol tax and penalty payable 666,590 782,693 Employee loan - 5,090 Loan from officer 479,816 - Loan on bond retirement 692,500 Current maturity on SBA loan 230,599 164,421 ----------------------------------- Total Current Liabilities 2,137,015 1,274,615 ----------------------------------- LONG TERM LIABILITIES --------------------- Long term, SBA loan - 270,807 Less current portion of long term debt - (d164,421) OFDebenture ~~THE~~bond ~~SECURITIES~~principal ~~EXCHANGE~~- ~~ACT~~393,003 OF----------------------------------- ~~1934~~Total Long Term Liabilities - 499,389 ----------------------------------- TOTAL LIABILITIES 2,137,015 1,774,004 ----------------------------------- STOCKHOLDERS' EQUITY -------------------- Preferred Stock, $.0001 par value Authorised:10,000,000 Issued and Outstanding: None - - Common Stock, $.0001 par value Authorized: 5,000,000,000 Issued: 2,829,651,286 and 494,151,286, respectively 282,965 49,415 Additional paid in capital 20,797,839 8,635,939 Retained earnings (loss) (22,843,975) (10,115,685) ----------------------------------- Total Stockholders' Equity (1,763,171) (1,430,331) ----------------------------------- TOTAL LIABILITIES AND EQUITY $ 373,844 $ 343,673 ===================================

The accompanying footnotes are an integral part of these financial statements. F-3 ROANKOE TECHNOLOGY CORPORATION STATEMENTS OF OPERATIONS For the twelve months ending October 31, 2004 and 2003 10/31/2004 10/31/2003 ----------------------------------- REVENUE $ 795,923 $ 1,236,805 ------- COST OF SERVICES 625,647 1,003,158 ---------------- ----------------------------------- GROSS PROFIT OR (LOSS) 170,276 233,647 ---------------------- ----------------------------------- EXPENSES -------- General and administrative 12,521,993 2,651,390 Research and development 89,082 141,274 ----------------------------------- TOTAL EXPENSE 12,611,075 2,792,664 ----------------------------------- OPERATING INCOME (12,440,799) (2,559,017) ---------------- ----------------------------------- OTHER INCOME (EXPENSE) Other income - gain from litigation settlement 110,698 - Other expense - Settlement on bond retirement (296,012) - Interest expense (102,177) (69,762) ----------------------------------- TOTAL OTHER INCOME (EXPENSE) (287,491) (69,762) ----------------------------------- NET INCOME (LOSS) $ (12,728,290) $(2,628,779) ----------------- =================================== Earnings (loss) per share $ (0.01) $ (0.02) ------------------------- Weighted average number of common shares 1,795,901,286 124,478,481 ----------------------------------------

The accompanying footnotes are an integral part of these financial statements. F-4 ROANOKE TECHNOLOGY CORPORATION STATEMENTS OF STOCKHOLDERS' EQUITY As of October 31, 2004

~~For~~ADDITIONAL ~~the transition~~FOR ~~period~~RETAINED ~~from to~~ COMMON PAR PAID IN STOCK EARNINGS TOTAL STOCK VALUE CAPITAL COMP. (DEFICIT) EQUITY --------------------------------------------------------------------------------------------------- Balance, October 31, 2002 59,059,057 $ 5,906 $6,307,696 $(153,429) $ (7,486,906) $(1,326,733) Stock issued in debenture 85,501,001 8,550 302,890 311,440 bond conversion Stock issued for services 78,000,000 7,800 425,200 433,000 Stock issued for officer compensation and bonus 271,591,228 27,159 1,600,153 1,627,312 Allowance for deferred stock compensation on contract services 153,429 153,429 Net income (loss) (2,628,779) (2,628,779) --------------------------------------------------------------------------------------------------- Balance, October 31, 2003 494,151,286 49,415 8,635,939 - (10,115,685) (1,430,331)

The accompanying footnotes are an integral part of these financial statements. F-5 ROANOKE TECHNOLOGY CORPORATION STATEMENTS OF STOCKHOLDERS' EQUITY As of October 31, 2004

~~Commission~~ALLOW ~~File~~ADDITIONAL ~~Number 0~~FOR RETAINED COMMON PAR PAID IN STOCK EARNINGS TOTAL STOCK VALUE CAPITAL COMP. (DEFICIT) EQUITY -~~26715~~-------------------------------------------------------------------------------------------------- Balance, October 31, 2003 494,151,286 49,415 8,635,939 (10,115,685) (1,430,331) Stock issued for contract services on Nov. 7, 2003 for a value of $.0051/share 100,000,000 10,000 500,000 510,000 Stock issued for contract services on Nov. 19, 2003 for a value of $.0055/share 300,000,000 30,000 1,620,000 1,650,000 Stock issued for contract services on Dec. 30, 2003 for a value of $.006/share 400,000,000 40,000 2,360,000 2,400,000 Stock issued for officer compensation and bonus on May 24, 2004 at $.0054 per share 1,250,000,000 125,000 6,625,000 6,750,000 Stock issued for contract services on May 3, 2004 for a value of $.006/share 90,000,000 9,000 531,000 540,000 Stock issued for contract services on June 15, 2004 for a value of $.0044/share 70,000,000 7,000 301,000 308,000 Stock issued for contract services on July 12, 2004 for a value of $.0027/share 4,000,000 400 10,400 10,800 Stock issued for contract services on Aug. 18, 2004 for a value of $.0023/share 7,500,000 750 16,500 17,250 Stock issued for contract services on Sep. 14, 2004 for a value of $.0021/share 14,000,000 1,400 28,000 29,400 Stock issued to retire bond liability on Sep. 30, 2004 for a value of $.0018/share 100,000,000 10,000 170,000 180,000 Net income (loss) (12,728,290) (12,728,290) --------------------------------------------------------------------------------------------------- Balance, October 31, 2004 2,829,651,286 $282,965 $20,797,839 $ - $(22,843,975) $(1,763,171) ===================================================================================================

The accompanying footnotes are an integral part of these financial statements. F-6 ROANOKE THECKNOLOGY CORPORATION STATEMENTS OF CASH FLOWS For the twelve months ending October 31, 2004 and 2003 CASH FLOWS FROM OPERATING ACTIVITIES 10/31/2004 10/31/2003 ------------------------------------ ----------------------------------- Net income (loss) $ (12,728,290) $ (2,628,779) ----------------------------------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 56,903 64,456 Compensation in the form of stock 12,215,450 2,213,741 Stock issued in bond retirement 180,000 - Gain on litigation sttlement 110,698 - (Increase) Decrease in accounts receivable (16,083) 7,024 (Increase) Decrease in employee advance (3,750) 10,530 (Increase) Decrease in prepaid expense - 13,289 (Increase) Decrease in deposits (2,900) - Increase (Decrease) in payables and accrued expenses (371,004) 59,842 Increase (Decrease) in employee loan (5,090) 5,090 Increase (Decrease) in accrued interest - 69,776 Increase (Decrease) in credit card payable - (9,784) ----------------------------------- Total adjustments to net income 12,164,224 2,433,964 ----------------------------------- Net cash provided by (used in) operating activities (564,066) (194,815) ----------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES ------------------------------------ Cash paid for equipment (40,602) (43,493) ----------------------------------- Net cash flows provided by (used in) investing activities (40,602) (43,493) ----------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES ------------------------------------ Proceeds from loan from officer 479,816 - Proceeds from loan on bond retirement loan 92,500 - Proceeds from debenture bond 238,027 Cash paid on SBA loan 40,208 - ----------------------------------- Net cash provided by (used in) financing activities 612,524 238,027 ----------------------------------- CASH RECONCILIATION ------------------- Net increase (decrease) in cash 7,856 (281) Cash - beginning balance 18,306 18,587 ----------------------------------- ENDING CASH BALANCE $ 26,162 $ 18,306 -------------------- ===================================

The accompanying footnotes are an integral part of these financial statements. F-7 ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS 1. Summary of significant accounting policies: ------------------------------------------- Industry - Roanoke Technology Corporation (The Company) was incorporated -------- December 11, 1997 as Suffield Technologies Corp., its original name, under the laws of the State of Florida. The Company is headquartered in Rocky Mount, North Carolina and does business as Top-10 Promotions, Inc. The Company is engaged in the design, development, production, and marketing of technology to provide enhanced internet marketing capabilities. Revenue Recognition - Revenues resulting from technology consulting services are ------------------- recognized as such services are performed in accordance with generally accepted accounting principles. Cash and Cash Equivalents - The Company considers cash on hand and amounts on ------------------------- deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents. Basis of Accounting - The Company's financial statements are prepared in ------------------- accordance with generally accepted accounting principles. All costs associated with software development and advancement are expensed as a cost of sales through an ongoing research and development program. Property and Equipment - Property and equipment are recorded at cost. ---------------------- Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows: Machinery and equipment 2 to 10 years Furniture and fixtures 5 t0 10 years Leasehold improvements are amortized on the straight-line basis over the lessor of the life of the asset or the term of the lease. Maintenance and repairs, as incurred, are charged to expenses; betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts; gain or loss on the disposition thereof is included as income. Research and Development - Research and development costs incurred in the ------------------------ discovery of new knowledge and the resulting translation of this new knowledge into plans and designs for new services, prior to the attainment of the related products' technological feasibility, are recorded as expenses in the period incurred. Income Taxes - The Company utilizes the asset and liability method to measure ------------ and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Fair Value of Financial Instruments - The Company's financial instruments ----------------------------------- include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to The Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities. F-8 ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS Earnings Per Share - Basic earnings per share ("EPS") is computed by dividing ------------------ earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings. Concentrations of Risk - Financial instruments which potentially expose The ---------------------- Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial institutions. No customer represented 10 % or more of The Company's total sales as of the current reporting period. The Company has a concentration of revenue dependency on a limited number of services. Stock-Based Compensation - In accordance with the recommendations in SFAS No. ------------------------ 123, "Accounting for Stock-Based Compensation," ("SFAS No. 123"), The Company's management has considered adopting this optional standard for disclosure purposes, along with Accounting Principles Board opinion no. 25. The Company may consider using full implementation of SFAS No. 123 at a future date. 2. Going Concern Uncertainties: ---------------------------- The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered losses from operations and may require additional capital to continue as a going concern as The Company develops its new markets. Management believes The Company will continue as a going concern in its current market and is actively marketing its services which would enable The Company to meet its obligations and provide additional funds for continued new service development. In addition, management is currently negotiating several additional contracts for its services. Management is also embarking on other strategic initiatives to expand its business opportunities. However, there can be no assurance these activities will be successful. There is also uncertainty with regard to managements projected revenue being in excess of its operating expenditures for the fiscal year ending October 31, 2004. On December 25, 2003 the Company negotiated an installment agreement with the Internal Revenue Service with regard to its payroll tax liability. The agreement calls for payments of $5,000 per month for 48 months with a balloon payment for the balance owed at the end of that period. The Company's President, Dave Smith, signed for personal liability of the Trust Fund portion in the amount of $321,840 plus penalties and interest should the Company default on these payments. Should the Company default on these payments and any other current tax compliance, the Company's property can be taken to satisfy the liability. 3. Accounts Receivable and Customer Deposits: ------------------------------------------ Accounts receivable historically have been immaterial as The Company's policy is to have the internet services provided paid for in advance. The Company has set up an allowance for doubtful accounts for those accounts that The Company has uncertainty for collection. As of the balance sheet date there were no deposits paid in advance. 4. Use of Estimates: ----------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-9 ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS 5. Revenue and Cost Recognition: ----------------------------- The Company uses the accrual basis of accounting for financial statement reporting. Revenues are recognized when services are performed and expenses realized when obligations are incurred. 6. Accounts payable and accrued expenses: -------------------------------------- Accounts payable and accrued expenses consist of trade payables, accrued interest, accrued payroll and payroll taxes created from normal operations of the business. 7. Long-term debt: --------------- Long - term debt consists of: On September 30, 2004, The Company entered into an agreement for funding with Cornell Capital Partners, LP upon which the terms of the funding are now in negotiation. The initial funding has retired The Company's bond liability for the year ended October 31, 2004 and retired The Company's U.S. Small Business Administration loan in its second funding dated December 3, 2004. The settled liabilities are discussed below. On May 31, 2002, The Company entered into a stock purchase agreement which was comprised of convertible debenture bonds with attached warrants. The bonds provide interest in the amount of 12% per year. The offering involved attached warrants for the purchase of 3,600,000 shares. The total offering is in the amount of $600,000 of which the agreement was considered modified and now has a total balance loaned in the amount of $740,000. The outstanding balance for these bonds is $393,000 for the year ended October 31, 2003 plus accrued interest. On November 7, 2000, The Company entered into a loan agreement with First International Bank, Hartford, CT. The U.S. Small Business Administration is the guarantor on this loan in the amount of $290,000. The initial interest rate, a variable rate, was 11.50% per year and has since been renegotiated with Aurora Loan Services, Inc. to 8.50%. Aggregate maturities of long - term debt over the next five years are as follows: For the year ended October 31, 2003 YEAR AMOUNT 2004 164,421 2005 36,222 2006 36,424 2007 42,909 2008 46,701 8. Operating Lease Agreements: --------------------------- In January of 2004, The Company paid $10,000 to buy out its lease contract and move to a less expensive building in Rocky Mount, NC. The new lease is for 5 years and calls for monthly payments of $3,500 for the first year, $4,000 for the second and third years, and $4,500 for the fourth and fifth years. The lease contract also calls for The Company to pay for any leasehold improvements. The Company also leases its phone systems, internet lines and various equipment. The lease terms are month to month leases and others are longer term that are upgradable. For this reason, The Company considers all of these types of lease arrangements as operating. Currently the lease costs are at $54,000 for line services and $23,000 for equipment rental per year and shown as part of cost of sales. F-10 ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS 9. Stockholders' Equity: --------------------- Preferred Stock --------------- The Company has been authorized 10,000,000 shares of preferred stock at $.0001 par value. None of these shares have been issued and the limitations, rights, and preferences were yet to be determined by the Board of Directors. Class A Common Stock -------------------- The Company has authorized 100,000,000 shares of Class A common stock at a par value of $.0001 which has the right to vote at a rate equivalent to (10) shares of common stock for each share of Class A common stock held. On November 19, 2004 the Company entered into an agreement with David Smith, President, in which David Smith agreed to return 100,000,000 shares of the Company's common stock in consideration for the issuance of 10,000,000 shares of the Company's Class A Common Stock. Common Stock ------------ The Company has been authorized 20,000,000,000 shares of common stock at $.0001 par value. The Company amended its articles of incorporation effective September 29, 2004 for this number of shares authorized. The Company had originally authorized 150,000,000 common shares at its inception. On November 19, 2004, the Company entered into an agreement with David Smith, President, in which David Smith agreed to return 100,000,000 shares of the Company's common stock to the company in consideration for the issuance of 10,000,000 shares of the Company's Class A common stock. The shares returned have been retired. On September 30, 2004 the Company issued 100,000,000 shares of common stock to the holders of the Company's debenture bond liability in a settlement to retire the bond issue. The shares were issued at a value of $180,000, or $0.0018 per share. On September 14, 2004, the Company issued 10,000,00 shares of common stock to Barry Clark for consulting services for a value of $21,000, or $0.0021 per share. On September 14, 2004, the Company issued to Russell Jones, an employee, 4,000,000 shares of stock for services for a value of $8,400, or $0.0021 per share. On August 18, 2004 the Company issued 7,500,000 shares of common stock to J. Powell for consulting services for a value of $17,250, or $0.0023 per share. On July 12, 2004 the Company issued 2,000,000 shares of common stock to J. Saldi for consulting services for a value of $5,400, or $0.0027 per share. On July 12, 2004 the Company issued 2,000,000 shares of common stock to Dan Smith, an employee, for services for a value of $5,400, or $0.0027 per share. On June 15, 2004 the Company issued 50,000,000 shares of common stock to T. Bojadzijev for consulting services for a value of $220,000, or $0.0044 per share. On June 15, 2004 the Company issued 20,000,000 shares of common stock to J. Randall Hicks for consulting services for a value of $88,000, or $0.0044 per share. On May 3, 2004 the Company issued 20,000,000 shares of common stock to J. Randall Hicks for consulting services for a value of $120,000, or $0.006 per share. On May 3, 2004 the Company issued 50,000,000 shares of common stock to T. Bojadzijev for consulting services for a value of $300,000, or $0.006 per share. F-11 ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS On May 3, 2004 the Company issued 20,000,000 shares of common stock to Barry Clark for consulting services for a value of $120,000, or $0.006 per share. On May 24, 2004 the Company issued 1,250,000,000 shares of common stock to the Company's President in compliance with the President's compensation agreement. These shares were issued in compliance with the anti-dilution clause of this agreement for a value of $6,750,000, or $0.0054 per share. The shares were accounted for at the value of the trading price close of day on that date. On November 7, 2003 the company entered into a consulting Agreement with Barry Clark. As compensation, the Company Issued 100,000,000 common shares for a value of $510,000, or $.0051 per share. On November 19, 2003 the Company entered into a consulting agreement with Tom Bojadzijev. As compensation, the Company issued 300,000,000 common shares for a value of $1,650,000, or $.0055 per share. Also, on December 30, 2003 the Company entered into an additional consulting agreement and issued 400,000,000 common shares for a value of $2,400,000, or $.006 per share. During the fiscal year end October 31, 2003, the Company converted debenture bond principal and interest into 85,501,001 common shares for a value of $311,440. On October 27, 2003 the Company issued 270,000,000 restricted common shares to David Smith, President, in compliance with his employment agreement for a value of $1,620,000, or $.006 per share. The shares represent a bonus for services rendered and consideration for extension on his employment agreement as amended on October 27, 2003. On September 18, 2003 the Company issued 277,960 restricted common shares to David Smith, President, in compliance with his employment agreement for a value of $1,140, or .0041 per share. The employment agreement bonus term is 5 years from the date the agreement was amended, October 27, 2003. On April 8, 2003 the Company issued 1,313,268 restricted common shares to David Smith, President, in compliance with his employment agreement for a value of $6,172, or .0047 per share. The shares represent a retroactive and continuing bonus whereby the amended employment agreement calls for a stock bonus of 1% of the outstanding common shares of the Company determined each year on December 31. The employment agreement bonus term is 5 years from the date the agreement was amended, October 27, 2003. On February 15, 2003 the Company entered into a consulting agreement with Byron Rambo to have assistance with the negotiations with the Internal Revenue Service regarding its past due payroll tax liability. As compensation, the Company issued 1,000,000 shares of common stock for a value of $12,000 or $0.012 per share, the trading value of the stock the day the agreement was entered into. During the year, 2003, the Company entered into consulting agreements with Barry Clark to provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its overall progress, needs, and condition. The following lists the compensation in the form of common stock provided by the agreements: on January 29, 2003 7,000,000 shares for $98,000 or $0.014 per share, on March 31, 2003 14,000,000 shares for $64,000 or $0.0046, on June 12, 2003 14,000,000 shares for $77,000 or $0.0055 per share, on September 9, 2003 14,000,000 shares for $70,000 or $0.005 per share and on October 3, 2003 28,000,000 shares for $112,000 or $0.004 per share. All shares were valued at the trading value of common shares on the dates that the agreements were entered into. 11. Employment Contract and Incentive Commitments: ---------------------------------------------- The Company has entered into a five year employment contract with the President, Dave Smith, as amended on August 22, 2000, April 12, 2001 and October 27, 2003. F-12 ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS As amended on October 27, 2003, the contract provides for a salary of $150,000; a stock bonus of 270,000,000 restricted common shares; a stock bonus of 1,000,000 common shares per year for each year that the Company generates a profit during the five year term; quarterly bonus of 30% of the net income before income tax of The Company; receive up to one 1% of the issued and outstanding shares of the Company which amount will be determined as of December 31st of each year; an anti dilution clause that the employee shall be issued additional shares to ensure that he retains at least 51% of the issued and outstanding shares of the Company; standard non-competition clause during this term and for a period of 2 years after; automatic renewal of the employment agreement for additional one year terms (provided he is not in default under the employment agreement) after the 5 year term of the contract from October 27, 2003. 12. Deferred Tax Assets and Liabilities: ------------------------------------ The Company 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, 2004 and 2003, The Company had a deferred tax asset in the amount of approximately $2,023,140 and $2,545658, respectively, that is derived from a net operating tax loss. A portion of this carryforward is associated with stock compensation to officers and is deductible for tax purposes when the stock is sold by the officers. The deferred tax assets will expire during the years ending October 31, 2013 through 2024 if not used to offset taxable income. There is uncertainty about whether the Company will be in a position of using these tax assets therefore an allowance has been set up to offset these assets. 13. Required Cash Flow Disclosure for Interest and Taxes Paid: ---------------------------------------------------------- The Company paid interest in the amount of $12,100 during the fiscal year ended October 31, 2003. The Company had no income tax payments due and did not pay any income tax amounts during the period. 14. Litigation, claims and assessments: ----------------------------------- There are various lawsuits and claims pending against The Company. Management believes that any ultimate liability resulting from those actions or claims will not have a material adverse affect on The Company's results of operations, financial position or liquidity. Gordon & Rees, LLP v. Roanoke Technology Corp.; Top-10 Promotions, Inc. San Francisco County Superior Court, Case Number CGC-03-423362. The complaint was filed on August 12, 2003 and was "purportedly" served on September 12, 2003. On October 15, 2003, we received a Notice of Intention to Enter Default and Default Judgment. Plaintiff has not been able to provide the court documentation to support a default judgment. The default judgment was for $106,719.64 plus 10% of interest from 8/26/02 and attorney's fees of $26,679.91. On May 27, 2004 we entered into a settlement agreement whereby we would pay $19,000 by June 11, 2004 to allow a dismissal of the lawsuit. Such amount was paid and this case was settled in full. Sancor Industries Ltd. v. Sun-Mar Corporation, Top-10 Promotions, Inc. and Roanoke Technology Corp. Ontario Superior Court of Justice, Court File No. 99-CV-172600 CMA. A judgment was granted against us for unauthorized insertion of the plaintiffs trademarks in our mega-tags. The specific judgment amount was not listed. On February 20, 2003 a complaint, Sprint Communications Company Limited Partnership vs. Roanoke Technology Corp., was filed in the State of North Carolina, County of Halifax Superior Court Division. The complaint asserts that we are indebted to the plaintiff for a total of $179,150.16 and costs of the action brought forward. We have filed a counter-claim in response to this action. Our legal counsel has not determined the likeliness that the plaintiff will be successful with the complaint. This matter was settled in full for $10,000. F-13 ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS AJW Partners, LLC. AJQ Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC v. Roanoke Technology Corp., Supreme Court of the State of New York, Index No. 04-600698. The complaint was filed on March 16, 2004 and served on March 19, 2004. The lawsuit was commenced based upon stock purchase agreement comprised of convertible debenture bonds with attached warrants with the plaintiffs. The plaintiffs claim that a total of $775,000 is still owed under the convertible debentures. A full settlement was reached in this matter. 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. F-14

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

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

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

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

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

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

Title of each class Name of each exchange on which registered

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

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

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

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

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

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

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

Transfer Agent as of February 11, 2003:

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

PART I

Item 1. Description of Business

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

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

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

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

We have a history of significant losses. We had a loss of $305,545 from December 11, 1997 (inception) through October 31, 1998; $2,686,404 for the year ended October 31, 1999; $1,065,244 for the year ended October 31, 2000, $1,879,379 for the year ended October 31, 2001 and $1,550,334 for the year ended October 31, 2002.

FORMATION

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

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

SERVICES

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

Sales of the “Premium Plan” and its derivatives accounted for 82.6% of revenues for the fiscal year 2001 and approximately 80% of revenues for 2002. This plan is sold for $2,195. This plan was originally sold for $1,295. It was increased to $1,495 effective May 4, 2000,$1,649 effective January 1, 2002, and $2,195 effective August 7, 2002. Its goal is not to get the web site listed by the search engines, but to increase the probability that the site will be one of the first 20 sites listed by the search engines when appropriate key words are used.

Since many key word searches can return hundreds, if not thousands, of matches, it is important that those attempting to generate business from their Internet listing assure that their site is listed in the first one or two pages returned by the search engine.

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

- Identify appropriate key words or terms for the customer's web site. The Premium Plan allows for 6 terms. - Identify the unique characteristics and patterns associated with each search engine's robot and indexing practices. - Create a customer web page for each term. Each contract will require a creation of approximately 6 to 24 pages. - The created web pages are then moved to the customer's web site or server. - Create a "referring domain" and web site for the customer that is hosted by RTC Hosting, a subsidiary of Roanoke Technology Corporation. This referring domain will attract many of the search engine robots within two weeks of its creation. The robots will follow links on the referring domain site to the customer's original site and to the new content pages that were created and placed on their site as part of our process. - We verify the placement of the web pages and create a sitemap for the clients site. We submit the new content pages and the referring domain site pages to the search engines that do not automatically crawl the site. - We also utilize pay for inclusion services offered by the search engine companies. For a fee, they will prioritize our customers' web sites in their editorial queue. This allows us to obtain rankings much faster than if we waited for their standard review of the sites. - Approximately 4 weeks after we have created the referring domain site and have completed the applicable submissions, preliminary results will be noticed. In most cases 60 days after the pages are placed on the server the customer will be able to check the results at the customer's section of our web.

As part of the Premium Plan, we will continue to monitor and furnish Visibility Reports for each customer for up to 6 months. The reports are compiled every two weeks and are made available to our customers via their own private portal into our customer service application.

We commit to the following for our Premium Plan:

- We will secure for our customer no less than 10 placements within the top 20 positions somewhere across the top search engines. The engines we target consist of the following: Yahoo, Teoma, Excite, Infoseek, HotBot, Lycos, iWon, NBCi, AOL Netfind, LookSmart, AltaVista, Google, Northern Light, Magellan, All The Web, Open Directory Project, Netscape, Web Crawler, Direct Hit, MSN, WiseNut, SplatSearch, Overture, AskJeeves and PC Beacon. - The listings may appear on any single search engine, all the search engines or spread across any number of the search engines listed above. - The placements will consist of existing pages on our customer's sites as well as the new pages we make for our customers. - Over the last 12 months our customers have averaged more than 50 placements in the top 20 positions across the top search engines. However, we do not guarantee this. - We do not guarantee traffic to a customer's web site. That is a function of demand for the product or service. The customer's commitment is only for placements of their URL(s) in the search engine indices. - In the event of our failure to meet our commitment within 90 days from the date the last submissions were made to the search engines, Top-10 Promotions will repeat the service at no charge.

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

Our sales efforts rely primarily upon our proprietary software programs to generate sales leads that are then followed up with e-mail and telemarketing efforts. Due to the increasing number of web sites indexed by the key search engines and changes in the way these sites are indexed by the search engines, the visibility of the web sites that we have enhanced tends to decline over time. We re-solicit prior customers periodically and offer them the opportunity to renew their web site visibility. The renewal process is the same as described above and with the same guarantee. We discount renewals by 25% of the original promotion price.

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

RTCHOSTING CORP

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

TRADEMARKS

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

PERSONNEL

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

COMPETITION

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

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

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

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

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

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

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

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

GENERAL BUSINESS CONDITIONS

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

CUSTOMERS

Our potential market or customer base consists of every business-oriented web site in the world. Our largest single customer accounts for less than one percent of our total revenues and no particular industry accounts for more than two percent of our revenues.

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

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

MATERIAL PROGRAMMING COSTS

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

Material programming costs are:

	Year Ending Oct. 31, 2002	Year Ending October 31, 2001	Year Ending Oct. 31, 2000
Total	$323,680	$255,274	$171,706

RESEARCH AND DEVELOPMENT EXPENSES

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

Item 2. Description of Property

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

Item 3. Legal Proceedings

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

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

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

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

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

None.

PART II

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

On February 11, 2003, based on information received from brokers and others in fiduciary capacities, we estimate that the total number of shareholders of our common stock does not exceed 500. Our common stock is available for trading through electronic trading services via the OTC Bulletin Board.

The following table sets forth, for the periods indicated, the range of high and low closing bid prices for our common stock through October 31, 2002 and as available through electronic trading services subsequent to such date.

	Common Stock Bid
Fiscal Quarter	High	Low
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
January 31, 2002	$ 0.17	$0.01
April 30, 2002	$ 0.19	$0.05
July 31, 2002	$ 0.15	$0.03
October 31, 2002	$ 0.04	$0.01

Dividends

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

Item 6. Selected Financial Data

	Twelve Months Ended October31, 2002	Twelve Months Ended October31, 2001	Twelve Months Ended October31, 2000	Twelve Months Ended October31, 1999
STATEMENT OF OPERATIONS DATA:
Total revenues	$ 1,715,387	1,551,605	1,999,103	1,144,122
Operating expenses	1,040,707	742,016	1,055,268	451,797
Gross profit from operations	674,680	809,593	943,835	550,213
General and administrativeexpenses	1,713,675	2,223,258	1,845,828	3,152,748
Income (loss) from operations	1,480,183	(1,849,663)	(1,172,516)	(2,683,450)
Other income (expense)	(70,151)	(29,716)	107,272	(2,954)
Net Loss	$(1,550,334)	(1,879,379)	(1,065,244)	(2,686,404)
OTHER DATA:
EBITDA (1)	$(1,362,675)	(1,688,939)	(909,016)	(2,541,338)
Net cash provided (used) byoperating activities	(447,540)	(323,658)	82,038	(229,254)
Net cash provided (used) byinvesting activities	(35,408)	(240,471)	(110,251)	(104,140)
Net cash provided (used) infinancing activities	501,500	523,170	(8,695)	397,503
Net book value per share	(.02)	(.01)	.02	0.03
Basic earnings (loss) per share	(.04)	(.21)	.01	.26
BALANCE SHEET DATA:
Cash and cash equivalents	$18,587	35	40,994	77,904
Total assets	$409,275	563,040	465,924	485,673
Current liabilities	$1,977,349	669,719	242,830	44,175
Total liabilities	$1,736,008	918,332	682,366	103,988
Stockholders' equity	$(1,326,733)	(355,292)	216,441	381,685
Total liability and equity	$409,275	573,040	465,925	485,673

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

Fiscal 2002 Compared with Fiscal 2001

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

Selected Financial Data

	Year Ended
	Oct. 31, 2002	Oct. 31, 2001
Net cash provided (used) by continuing operating activities	$ (447,540)	$ (323,658)
Net cash provided (used) by investing activities	$ (35,408)	$ (240,471)
Net cash provided (used) by financing activities	$ 501,500	$ 523,170
Working Capital	$ (1,036,419)	$ (629,592)
Total Debt	$ 1,736,008	$ 928,332
Shareholder's equity	$ (1,326,733)	$ (355,292)

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

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

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

Outlook

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

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

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

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

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

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

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

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

Item 8. Financial Statements and Supplementary Data

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

FINANCIAL STATEMENTS

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

ROANOKE TECHNOLOGY CORPORATION Financial Statements Table of Contents

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

Independent Auditors Report

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

We have audited the accompanying balance sheet of Roanoke Technology Corporation, as of October 31, 2002 and 2001, and the related statements of operations, capital surplus and cash flows for the twelve months then ended October 31, 2001 and 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Roanoke Technology Corporation, as of October 31, 2002 and 2001, and the results of its operations and its cash flows for the months then ended in conformity with generally accepted accounting principles.

/s/Gately & Associates, LLC Gately & Associates, LLC CertifiedPublic Accountants Orlando, Florida February 3, 2003

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

                       ASSETS

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

PROPERTY AND EQUIPMENT

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

      Total Property and Equipment                    354,595           383,573

OTHER ASSETS

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

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


                                      -2-




LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

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

LONG TERM LIABILITIES

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

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

STOCKHOLDERS' EQUITY

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

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


                                      -3-




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


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

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

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

OTHER INCOME AND (EXPENSE)

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

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

NET EARNINGS PER SHARE

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

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


*as revised for a 7 for 1 reverse stock split

                                      -4-





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


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

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

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

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

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

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

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

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

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

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




                                      -5-




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


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

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

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

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

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

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

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

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

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

Allowance for prepaid
   stock compensation                                                51,770
                                                                   51,770

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

                                      -6-


                         ROANOKE TECHNOLOGY CORPORATION
                                 AND SUBSIDIARY

                            STATEMENTS OF CASH FLOWS

             For the Twelve Months ending October 31, 2002 and 2001


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

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

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

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

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

CASH FLOWS FROM INVESTING ACTIVITIES


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

CASH FLOWS FROM FINANCING ACTIVITIES

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

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


                                      -7-

ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2. Going Concern:

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

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

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

3. Accounts Receivable and Customer Deposits:

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

4. Use of Estimates:

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

5. Revenue and Cost Recognition:

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

6. Accounts payable and accrued expenses:

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

7. Long-term debt:

Long – term debt consists of:

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

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

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

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

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

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

For the quarter ended October 31, 2002		For the year ended October 31, 2001
YEAR	AMOUNT	YEAR	AMOUNT
2003	69,993	2002	35,411
2004	38,180	2003	35,746
2005	42,764	2004	38,180
2006	47,898	2005	42,764
2007	53,648	2006	47,898

8. Operating Lease Agreements:

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

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

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

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

9. Stockholders' Equity:

Preferred Stock

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

Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10. Acquisitions:

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

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

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

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

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

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

11. Employment Contract and Incentive Commitments:

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

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

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

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

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

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

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

14. Litigation, claims and assessments:

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

15. Condensed consolidating financial statements:

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

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

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

16. Employee stock option:

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

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

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

PART III

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

Our directors and officers, as of February 11, 2003, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.

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

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

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

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

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

Russell J. Jones, Secretary

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

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

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

COMMITTEES OF THE BOARD

We presently do not have any committees.

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

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

Certain Legal Proceedings

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

Compliance with Section 16(a) of the Exchange Act

We have not filed a Form 4 or Form 5 for our fiscal year ending December 31, 2001.

Item 11. Executive Compensation

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

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

(1) In fiscal 2000, David received 1,500,000 of our restricted common shares per his employment agreement. The shares were valued at $.60 per shares for a total of $900,000. Since the beginning of fiscal 2000, David has received 1,500,000 of our restricted shares pursuant to his execution of a new 3 year employment agreement with us in August 2000. Such shares received by him would normally be valued at the trading price at the time he received the shares ($0.25) in accordance with APB Opinion No. 25, “Accounting for Stock Issued to Employees.” However, this standard considers the discounting of stock when such stock is restricted; our stock was thinly traded and the number of shares to be traded on the market (1,500,000) would greatly devalue the stock. Therefore, the method used was as follows: Initial price of $0.25; discounted 10% in lieu of the restriction. Based on this, the value is $337,500.

(2) Effective December 1, 1999, Ed's salary was increased to $72,020 per year. Effective October 1, 2000, Ed's salary was increased to $82,160 per year. In January 2000, Ed entered into a Stock Option Agreement with us whereby he was granted options to purchase 100,000 shares of our common stock at an exercise price of $1.00 each. He did not exercise these options prior to leaving the company and no longer has the authority to do so.

(3) We made loans to Ed during May and June 2000 totaling $22,932. The loans accrue interest at the rate of 7.5% per annum and all accrued interest and principal are payable in full on or before October 31, 2001. At the time Ed resigned from the company, his loans were forgiven in lieu of any other severance compensation.

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

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

Compensation of Directors

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

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

* Less than one (1%) percent.

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

Item 13. Certain Relationships and Related Transactions.

We made loans to Ed during May and June 2000 totaling $22,932. The loans accrue interest at the rate of 7.5% per annum and all accrued interest and principal were payable in full on or before October 31, 2001. At the time of Ed’s resignation in 2002, his loans to the company were forgiven in lieu of any other severance compensation.

PART IV

Item 14. Exhibits and Reports on Form 8-K

(a) The following documents are filed as part of this report: 1. Financial statements; see index to financial statement and schedules immediately following the signature pages of this report. 2. Financial statement schedules; see index to financial statements and schedules immediately following the signature pages of this report. 3. Exhibits:

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

3.1	Certificate of Incorporation, as amended (1)
3.2	Bylaws, as amended (1)
10.1	March 30, 1999 Asset Purchase Agreement and Share Exchange with Offshore Software Development Ltd. (1)
10.2	May 28, 1998 Stock Purchase Agreement and Share Exchange with Top 10 Promotions, Inc. (1)
10.3	Articles of Merger and Plan of Merger of Top 10 Promotions, Inc. and Roanoke Technology Corp. (1)
10.4	Amended Employment Agreement - David L. Smith, Jr. (2)

(1)	Incorporated by reference to the Registrant's Form 10-SB, filed on July 15, 1999 (SEC File No. 000-26715).
(2)	Incorporated by reference to the Registrant's SB-2, filed on October 18, 2000 (SEC File No. 333-48142).
(b)	Reports on Form 8-K We did not file any reports on Form 8-K for the fiscal year ended October 31, 2002.

Item 14. Controls and Procedures

Evaluation of disclosure controls and procedures

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

Changes in internal controls

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

SIGNATURES

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

ROANOKE TECHNOLOGY CORP.

By: /s/ David L. Smith DAVID L. SMITH President, Chief Executive Officer and Director

Dated: February 13, 2003

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

By: /s/ David L. Smith, Jr. David L.Smith, Jr. Chairman of the Board of Direcotrs, Chief Executive Officer Dated: February 13, 2003

By: /s/ Russel J. Jones Russell J. Jones Secretary Dated: February 13, 2003

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

I David L. Smith, Jr. certify that:

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

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

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

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

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

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date with 90 days prior to the filing date of this yearly report (the “Evaluation Date”); and

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

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

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

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

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

Dated: February 13, 2003

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

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