ROANOKE TECHNOLOGY CORP, SB-2, 2000-10-18

ROANOKE TECHNOLOGY CORP
SB-2, 2000-10-18
BUSINESS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM SB-2

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

ROANOKE TECHNOLOGY CORP.
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C> <C>
FLORIDA 7389 22-3558993
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification
Incorporation or Code No.) Number)
Organization)
</TABLE>

539 Becker Drive
Roanoke Rapids, North Carolina 27870
Telephone: (252) 537-9222
Facsimile: (252) 537-3125
(Address and Telephone Number of Principal
Executive Offices and Principal Place Of Business)

DAVID L. SMITH, JR.
CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR
(Name, Address and Telephone Number of Agent for Service)

539 Becker Drive
Roanoke Rapids, North Carolina 27870
Telephone: (252) 537-9222
Facsimile: (252) 537-3125
------------------------------

COPIES TO:
Richard I. Anslow, Esq.
Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
Telephone: (732) 409-1212
Facsimile: (732) 577-1188

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes
effective.

If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities of
Act, check the following box and list the Securities Act
registration statement number
earlier effective registration statement for the same
offering. / /

If this Form is a post-effective amendment filed pursuant to
Rule 462 (c) under the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement for
the same offering. / /

If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /

<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
TITLE OF EACH AMOUNT PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING
PRICE
--------------------------------------------------------------------------------------
Common Stock $.0001 2,000,000 $0.75(2) $1,500,000 $396.00
par value per share
Common Stock $.0001 1,292,268(3) $0.75(2) $969,201 $255.87
par value per share

Total 3,292,268 $2,469,201 $651.87
</TABLE>

(1) Estimated solely for purposes of computation of the
registration fee pursuant to Rule 457 promulgated under the
Securities Act of 1933.

(2) Calculated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) based on the
average of the bid and asked price of the common stock on
the over-the-counter electronic bulletin board maintained by
the National Association of Securities Dealers on October
11, 2000.

(3) Represents shares owned by 4 security holders of the
Company which are being registered hereby but are not part
of the offering.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH A DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A),
MAY DETERMINE.
ROANOKE TECHNOLOGY CORP.
CROSS REFERENCE SHEET
SHOWING LOCATION IN PROSPECTUS OF PART I ITEMS OF
FORM SB-2

ITEM NUMBER AND HEADING
IN FORM SB-2 REGISTRATION STATEMENT
LOCATION IN PROSPECTUS

<TABLE>
<S> <C>
1. Front of Registration Statement and Outside Front
Cover Page of Prospectus Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages
of Prospectus Inside Front Cover Page;
Outside Back Cover Page

3. Summary Information and Risk Factors Prospectus Summary; Risk Factors

4. Use of Proceeds Prospectus Summary; Use of
Proceeds.

5. Determination of Offering Price Outside Front Cover Page; Risk
Factors

6. Dilution Risk Factors; Dilution

7. Selling Security Holders Selling Security Holders

8. Plan of Distribution Outside Front Cover Page

9. Legal Proceedings Legal Proceedings

10. Directors, Executive Officers, Promoters
and Control Persons Management; Principal
Shareholders

11. Security Ownership of Certain Beneficial
Owners and Management Management; Principal
Shareholders

12. Description of Securities Risk Factors; Capitalization;
Securities; Shares Eligible for
Future Sale

13. Interest of Names Experts and Counsel Legal Matters

14. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities Management

15. Organization within Last Five Years Management; Principal
Shareholders

16. Description of Business Prospectus Summary; Business

17. Management's Discussion and Analysis or
Plan of Operation Management's Discussion And
Analysis

18. Description of Property Proposed Business

19. Certain Relationships and Related
Transaction Certain Transactions

20. Market for Common Equity and Related Stockholder
Matters Outside Front Cover Page; Risk
Factors; Description Of the
Securities

21. Executive Compensation Management; Executive
Compensation

22. Financial Statements Financial Statements

23. Change in and Disagreements with Accountants On
Accounting and Financial Disclosure Not Applicable

</TABLE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED OCTOBER , 2000

Roanoke Technology Corp.

2,000,000 SHARES OF COMMON STOCK
OFFERING PRICE: $0.75 PER SHARE

Roanoke Technology Corp. (the "Company"), a Florida
corporation, is offering hereby 2,000,000 shares of Common
Stock, par value $.0001 per share (the "Common Stock").
This Prospectus also relates to the contemporaneous offering
of 1,292,268 shares of Common Stock by 4 security holders of
the Company (the "Selling Security Holders") which are being
registered for resale pursuant to the registration statement
of which this Prospectus is a part.

Prior to this offering (the "Offering"), the Company's
Common Stock (also known as the "Securities")is traded on
the OTC Electronic Bulletin Board ("OTC BB") under the
symbol "RAKE." There is no assurance that such a public
market will be sustained after the completion of the
Offering. The initial public offering price of the Common
Stock will be determined by the Company based on the closing
bid price of the Common Stock on the date this Registration
Statement is declared effective by the SEC. See "Risk
Factors."

THESE ARE SPECULATIVE SECURITIES. SEE "RISK FACTORS"
BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS TO
BE CONSIDERED BY PROSPECTIVE INVESTORS. THESE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNTS (1) COMPANY
Per Share $0.75 $0.075 $0.6750
Total (1) $1,500,000 $150,000 $1,350,000
</TABLE>

(1) Does not include 1,292,268 Common Shares to be offered
by the Selling Security holders(the "Selling Security
Holders Shares"), which are not part of the offering. The
Company will receive no proceeds from the sale of the
Selling Security Holder Shares.

PLAN OF DISTRIBUTION

We are offering the shares of Common Stock on a best effort
basis. There is no minimum number of shares that must be
sold before we can utilize the proceeds of the offering. We
are making the offering through our officers and directors
who will not be compensated for offering the shares. We
will, however, reimburse them for all expenses incurred by
them in connection with the offering. The shares may also
be offered by participating broker-dealers which are members
of the National Association of Securities Dealers, Inc. We
may, in our discretion, pay commissions of up to 10% of the
offering price to participating broker-dealers and others
who are instrumental in the sale of shares.

Shares of Common Stock may be sold from time to time to
purchasers directly by the Selling Security Holders.
Alternatively, the Selling Security Holders may from time to
time offer shares through underwriters, dealers or agents,
who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling
Security Holders for whom they may act as agent. The
Selling Security Holders and any underwriters, dealers or
agents that participate in the distribution of Common Stock
may be deemed to be underwriters, and any commissions or
concessions received by any such underwriters, dealers or
agents may be deemed to be underwriting discounts and
commissions under the Securities Act. Shares may be sold
from time to time by the Selling Security Holders in one or
more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale
or at negotiated prices.

We may indemnify any underwriter against specific civil
liabilities, including liabilities under the Securities Act.

We will bear all expenses of the offering of the Common
Stock by the Selling Security Holders other than payment
that they may agree to make to underwriters.

Prior to this offering, there has been a very limited market
for the Common Stock. Accordingly, the public offering
price was determined solely by us. Among the factors we
considered in determining the public offering price were our
record of operations, current financial condition, future
prospects, the experience of management, and the general
condition of the equity securities market.

THE DATE OF THIS PROSPECTUS IS OCTOBER , 2000.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR
AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER
WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY
TIME DOES NOT IMPLY THAT THE INFORMATION SET FORTH HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

The Company intends to furnish its shareholders with annual
reports containing audited financial statements after the
end of each fiscal year, and make available such other
periodic reports as the Company may deem to be appropriate
or as may be required by law. The Company's fiscal year ends
on October 31 of each year.

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY,
AND SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED
INFORMATION, INCLUDING THE FINANCIAL STATEMENTS AND NOTES
THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS. EACH
PROSPECTIVE INVESTOR IS THEREFORE URGED TO READ THIS
PROSPECTUS IN ITS ENTIRETY. UNLESS THE CONTEXT OTHERWISE
REQUIRES, THE TERM "THE COMPANY" REFERS TO ROANOKE
TECHNOLOGY CORP., A FLORIDA CORPORATION. THIS PROSPECTUS
CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS IN "RISK FACTORS."

THE COMPANY

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

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

<TABLE>
<S> <C>
THE OFFERING

Securities Offered 2,000,000 Shares (1) of Common Stock offered by the
Company and 1,292,268 Selling Security Holder Shares

Common Stock Outstanding

Prior to the Offering 12,855,183

After the Offering 14,855,183 (2)(3)

Offering Price $0.75 per Share of Common Stock

Use of Proceeds Additions to working capital and general corporate
purposes. See Use of Proceeds on page 18.

Risk Factors An investment in the Common Shares offered hereby
involves a high degree of risk and therefore the
Common Shares should not be purchased by anyone who
cannot afford the loss of their entire investment.
Prospective purchasers of the Common Shares should
carefully review and consider the factors set forth
under "Risk Factors" as well as other information
contained herein, before purchasing any of the Common
Shares. See "Risk Factors."

OTC BB Symbol(3) Common Stock RAKE
</TABLE>

------------------------
(1) Does not include 1,292,268 Common Shares being
registered herein on behalf of the Selling Security Holders.

(2) Does not include an aggregate of 630,000 shares of
Common Stock reserved for issuance upon the exercise of
certain stock option agreements granted to our employees and
one of our subcontractors. "See "Management-Option Plan."

(3) The Common Stock is presently trading on the OTC
Electronic Bulletin Board ("OTC BB") under the symbol
"RAKE." There can be no assurance that an active trading
market will be sustained. As a result, an investor may find
it difficult to dispose of, or to obtain adequate quotations
as to the price of the Common Stock offered hereby. See
"Risk Factors."

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary historical
financial information of the Company for the year ended
October 31, 1999 and from inception (December 11, 1997).

The summary historical financial data should be read in
conjunction with the financial statements (and notes
thereto) of the Company and "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.

The summary historical financial data should be read in
conjunction with the financial statements (and notes
thereto) of the Company and "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.

<TABLE>
<S> <C> <C> <C>
Nine Months Twelve Months From Inception
Ended July 31, Ended October 31, To October 31,
2000 1999 1998
----------------------------------------------------------
STATEMENT OF OPERATIONS DATA:

Total revenues $ 1,557,133 $ 1,144,122 $ 54,032
Operating expenses 800,244 674,824 28,485
Gross profit from operations 756,889 469,298 25,547
General and administrative
expenses 883,793 3,152,748 330,395
Income (loss) from operations (126,904) (2,683,450) (304,848)
Other income (expense) 109,268 (2,954) (697)
Net Loss $ (17,636) $(2,686,404) $(305,545)

OTHER DATA:

EBITDA (1) 75,418 $(2,541,338) $(295,034)
Net cash provided (used) by
operating activities 79,403 (229,150) (104,915)
Net cash provided (used) by
investing activities (113,333) (104,140) (38,159)
Net cash provided (used) in
financing activities (7,329) 397,503 156,869
Net book value per share .03 .03 Less than .01
Basic earnings (loss) per share Less than (.01) (.26) (.16)

BALANCE SHEET DATA:

Cash and cash equivalents $ 36,645 $ 77,904 $ 13,795
Total assets 469,604 485,673 124,765
Current liabilities 97,475 44,175 34,685
Total liabilities 105,556 103,988 69,510
Stockholders' equity 364,048 381,685 55,255
Total liability and equity $ 469,604 $ 485,673 $ 124,765

</TABLE>

(1) EBIDTA is defined as income before effect of changes of
accounting plus interest, income taxes, depreciation and
amortization. EBITDA is presented here because it is a
widely accepted financial indicator of a company's ability
to service and/or incur indebtedness. However, EBITDA
should not be considered as an alternative to net income or
cash flow data prepared in accordance with generally
accepted accounting principles or as a measure of a
company's profitability or liquidity. The Company's measure
of EBITDA may not be comparable to similarly titled measures
reported by other companies.

RISK FACTORS

AN INVESTMENT IN THE SECURITIES BEING OFFERED HEREBY
INVOLVES A HIGH DEGREE OF RISK. PRIOR TO MAKING ANY
INVESTMENT DECISION, PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISK FACTORS TOGETHER WITH THE OTHER
INFORMATION PRESENTED IN THIS PROSPECTUS INCLUDING THE
FINANCIAL STATEMENTS (AND NOTES THERETO).

RECENT LOSSES, GOING CONCERN LETTER IN AUDITOR'S REPORT,
WORKING CAPITAL DEFICIT

For the nine months ended July 31, 2000 and 1999, we
recorded a net (loss) of ($17,636) and ($1,253,368),
respectively. At July 31, 2000 we had negative working
capital of $35,564 and an accumulated deficit of $3,009,586.
For the year ended October 31, 1999 and from inception
(December 11, 1997) through the year ended October 31, 1998,
we recorded a net (loss) of ($2,686,404) and ($305,545),
respectively. At October 31, 1999, we had working capital of
$33,729 and an accumulated deficit of $2,991,949. For at
least the current fiscal year, we are likely to incur losses
from operations. There can be no assurance that we will
achieve profitability at any time in the future or, if
achieved, sustain such profitability. See "Financial
Statements."

LIMITED OPERATING HISTORY, NEW BUSINESS ACTIVITIES

We have operated since May 28, 1998. We will be required
to incur additional fixed costs, which could limit our
ability to reduce expenses in an economic downturn or a slow
seasonal period. Therefore, our prospects must be considered
in light of the risks, expenses and difficulties frequently
encountered by a new small business in a highly competitive
industry. See "Business."

COMPETITION

There can be no assurance that we will be able to compete
successfully against current and future competitors or that
competitive pressures faced by us will not have a material
adverse effect on our business, prospects, financial
condition and results of operations. See "Business--Competition."

DEPENDENCE ON KEY PERSONNEL; NEED FOR ADDITIONAL EXECUTIVE
OFFICERS

We are dependent to a great extent upon the experience,
abilities and continued services of David L. Smith, Jr., our
President, Chief Executive Officer and Director, Glenn L.
Canady, and our Vice President of Operations and Director
and Edwin E. Foster, Jr., our Secretary and Director The
loss of services of David, and Glenn and/or Ed could have a
material adverse effect on our business, financial condition
or results of operation. We have entered into employment
agreements with David (3 years commencing August 2000) and
Glenn (3 years commencing March 1999). Ed is an employee at
will. See "Management."

TRADEMARK REGISTRATION

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

POTENTIAL LIABILITY; AVAILABILITY OF INSURANCE

From time to time we are subject to lawsuits as a result
of our business. No assurance can be given that we will be
able to obtain insurance policies to protect against such
lawsuits in the future. In addition, any successful claim
against us, in a material amount could have a material
adverse effect on our business, financial condition or
results of operation.

CONTROL BY MANAGEMENT

Upon completion of the Offering (assuming the maximum
offering is sold), David L. Smith, Jr., our President, CEO
and Director will beneficially own at least approximately
46% of our then outstanding Common Stock and will continue
to be the principal shareholder of our Common Stock.
Accordingly, David will still probably be in a position to
exert actual or effective control over the business and
operations of the Company, including the election of all
directors of the Company and approval of significant
corporate transactions. See "Principal Stockholders" and
"Management."

MANAGEMENT'S BROAD DISCRETION IN APPLICATION OF THE
PROCEEDS.

100% of the net proceeds of the offering has been allocated
to Working Capital and General Corporate Purposes.
Accordingly, our management and board of directors will have
broad discretion as to the allocation and use of such
proceeds. See "Use of Proceeds."

CONTEMPORANEOUS OFFERINGS BY US AND THE SELLING SECURITY
HOLDERS MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON
STOCK, IF A MARKET DEVELOPS.

Approximately 39.25% of our Common Stock being offered
by this prospectus is being offered by the Selling Security
Holders. If a public market develops for our Common Stock,
the market may not be able to absorb the Common Stock being
contemporaneously offered. Accordingly, the market price of
our Common Stock, if any, may be substantially lower than it
would be if our Common Stock were not being offered by the
Selling Security Holders. We will not receive any proceeds
from the sale of our Common Stock made by the Selling
Security Holders.

SHARES ELIGIBLE FOR FUTURE SALE

We have outstanding 14,855,183 shares of our common
stock all of which were issued and sold by us in private
transactions in reliance upon exemptions from registration
under the Securities Act. Other than the shares of common
stock included in the 1,292,268 Selling Security Holder
Shares such shares may be sold only pursuant to an effective
registration statement filed by the Company or an applicable
exemption, including the exemption contained in Rule 144
promulgated under the Securities Act. In general, under Rule
144 as currently in effect, a shareholder, including one of
our affiliates, may sell shares of common stock after at
least one year has elapsed since such shares were acquired
from us or an affiliate of ours. The number of shares of
common stock which may be sold within any three-month period
is limited to the greater of one percent of the then
outstanding number of shares of common stock or the average
weekly trading volume in the common stock during the four
calendar weeks preceding the date on which notice of such
sale was filed under Rule 144. Certain other requirements of
Rule 144 concerning availability of public information,
manner of sale and notice of sale must also be satisfied. In
addition, a shareholder who is not our affiliate (and who
has not been our affiliate for 90 days prior to the sale)
and who has beneficially owned shares acquired from us or
our affiliate for over two years may resell the shares
without compliance with the foregoing requirements under
Rule 144.

The Selling Security Holder Shares are being registered
for resale pursuant to the registration statement of which
this Prospectus is a part.

No predictions can be made as to the effect, if any,
that future sales of shares, or the availability of shares
for future sale, will have on the market price of our common
stock prevailing from time to time. Nevertheless, sales of
substantial amounts of common stock, or the perception that
such sales may occur, could have a material adverse effect
on prevailing market prices. See "Description of Securities-
Shares Eligible for Future Sale."

IMMEDIATE AND SUBSTANTIAL DILUTION OF 84.85%

The investors in this Offering will suffer immediate
dilution of $.64 per share or 84.85%. See "Dilution."

ADDITIONAL FINANCING

We anticipate that the proceeds from the Offering,
together with projected cash flow from operations, will be
sufficient to fund our operations for at least the next 12
months. We are currently in the process of negotiating a
bank loan in the amount of approximately $290,000.00.
Proceeds from this loan will be used to increase our working
capital and to fund the cost of moving to, and equipping, a
new and larger facility. Thereafter, we may need to raise
additional funds to continue to operate our business. There
can be no assurance that additional financing will be
available or if available will be on favorable terms.

PUBLIC MARKET; QUARTERLY FLUCTUATIONS; POSSIBLE VOLATILITY
OF STOCK PRICE

Although our Common Stock is listed on the OTC
Electronic Bulletin Board, prior to this offering there has
been a limited public market for our Common Stock, and there
can be no assurance that any active trading market therefor
will develop or, if any such market develops, that it will
be sustained. In the event our operating results fall below
the expectations of public market analysts and investors,
the market price of our Common Stock would likely be
materially adversely affected. Additionally, our quarterly
operating results or other developments affecting us, such
as announcements by us or our competitors regarding
acquisitions or dispositions, new procedures or technology,
changes in general conditions in the economy, and general
market conditions could cause the market price of our Common
Stock to fluctuate substantially. The equity markets have,
on occasion, experienced significant price and volume
fluctuations that have affected the market prices for many
companies' securities and have often been unrelated to the
operating performance of these companies. See "Selected
Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

ABSENCE OF DIVIDENDS

We have never declared or paid any cash dividends on
our Common Stock. We intend to retain our earnings, if any,
to finance the growth and development of our business and
therefore do not anticipate paying any cash dividends on our
Common Stock in the foreseeable future. Although dividends
are not limited currently by any agreements, it is
anticipated that future agreements, if any, with
institutional lenders or others may limit our ability to pay
dividends on our Common Stock. Any future determination to
pay cash dividends will be at the discretion of our Board of
Directors and will be dependent upon our financial
condition, results of operations, capital and legal
requirements and such other factors as our Board of
Directors deems relevant. See "Dividend Policy."

FORWARD LOOKING STATEMENTS

This Prospectus includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Our actual results may
differ significantly from the results discussed in such
forward-looking statements. Certain factors which may cause
such differences include, but are not limited to, the
factors discussed in this "Risk Factors" section. The safe
harbors contained in Section 27A of the Securities Act and
Section 21E of the Exchange Act, which apply to certain
forward-looking statements, are not applicable to this
Offering.

LIMITED LIABILITY OF DIRECTORS

As permitted by Florida law, our certificate of
incorporation eliminates personal liability of our directors
and our stockholders for monetary damages for breach of
fiduciary duty as a director, except in certain
circumstances. Accordingly, stockholders may have limited
rights to recover monetary damages against our directors for
breach of fiduciary duty.

POSSIBLE ISSUANCE OF ADDITIONAL COMMON STOCK AND OPTIONS

Although there are no present plans, agreements,
commitments or undertakings with respect to the issuance of
additional shares or securities convertible into any such
shares by us, any shares issued would further dilute the
percentage ownership of our Company held by the public
stockholders.

PENNY STOCK RULES

The Commission has adopted regulations which generally
define a "penny stock" to be any equity security that has a
market price less than $5.00 per share or an exercise price
less than $5.00 per share, subject to certain exceptions,
including that the we have net tangible assets of a minimum
of $2,000,000. Thus, our Common Stock is presently, and may
remain, subject to rules that impose additional sales
practice requirements on broker-dealers who sell such
securities to persons other than established customers and
accredited investors (generally institutions with assets in
excess of $5,000,000 or individuals with net worth in excess
of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions
covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to
the sale. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery,
prior to the transaction, of a disclosure schedule prepared
by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered representative,
current quotations for the securities and, if the broker-dealer
is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent
disclosing recent price information for the penny stock held
in the account and information on the limited market in
penny stocks. The above-described rules may adversely effect
the liquidity of the market for our Common Stock and may
also adversely effect the ability of our shareholders to
sell our Common Stock in the secondary market.

USE OF PROCEEDS

Assuming the sale of our Common Stock offered hereby
(based on an assumed offering price of $0.75 per share, the
net proceeds to us, after estimated expenses payable by us
in connection with the Offering (including maximum
commissions), are estimated to be approximately $1,219,000.
We expect to use the net proceeds as follows:

PURPOSE: 100% of revenue to be used to add working
capital and general corporate purposes. Although we do not
have any plans, proposals, arrangements or understandings
with respect to mergers or acquisitions, we intend to
actively seek to identify merger and acquisition candidates.
Any proceeds not expended in connection with mergers and
acquisitions will be reallocated to working capital and
general corporate purposes.

Pending application of the proceeds of this
Offering, we intend to invest the net proceeds in
certificates of deposit, money market accounts, United
States government obligations or other short-term interest
bearing obligations of investment grade.

The foregoing represents our best estimate of our
allocation of the net proceeds of the sale of our Common
Stock based upon our currently contemplated operations, our
business plan and current economic and industry conditions
and is subject to reapportionment among the categories
listed above in response to, among other things, changes in
its plans, regulations, industry conditions and future
revenues and expenditures. Any such reapportionment will be
made based upon the recommendations of our Board of
Directors. The amount and timing of expenditures will vary
depending on a number of factors, including changes in our
contemplated operations or business plan and changes in
economic and industry conditions.

Based on our operating plans, we believe that the
net proceeds of this offering, together with available cash
and anticipated revenues from operations, will be sufficient
to satisfy our capital and legal requirements and finance
our operations for at least the next 12 months. Such beliefs
are based upon numerous assumptions and there can be no
assurance that the assumptions underlying our plans will
prove to be correct. After such 12-month period, or sooner
if the assumptions prove to be incorrect, we may require
additional capital in order to meet our then current plans
for expansion and capital requirements. Such financing may
take the form of ordinary or preferred equity securities or
debt securities, or may involve bank financing. There can be
no assurance that we will be able to obtain additional
capital on a timely basis, on favorable terms, or at all. In
any of such events, we may be unable to implement our
current plans for expansion. See "Capitalization" and
"Management's Discussion and Analysis of Financial Condition
and Results of Operations."

We will receive no proceeds from the sale of the
Selling Security Holder Shares.

DIVIDEND POLICY

We have never paid dividends on our Common Stock and do
not anticipate paying such dividends in the foreseeable
future. The payment of future cash dividends by us on our
Common Stock will be at the discretion of our Board of
Directors and will depend on our earnings, financial
condition, cash flows, capital requirements and other
considerations as our Board of Directors may consider
relevant. Although dividends are not limited currently by
any agreements, it is anticipated that future agreements, if
any, with institutional lenders or others may limit our
ability to pay dividends on our Common Stock.

DILUTION

As of July 31, 2000, the pro forma net tangible book
value of our Common Stock was $184,062 or $.01 per share of
Common Stock outstanding. The net tangible book value of our
Common Stock is the tangible assets less total liabilities.
We have net intangible assets amounting to $179,986 at July
31, 2000. Dilution per share represents the difference
between the amount paid per share by purchasers in this
Offering and the pro-forma net tangible book value per share
after the Offering.

After giving effect to the sale by us of 2,000,000
shares of Common Stock and the application of the net
proceeds thereof, the pro-forma net tangible book value of
our Common Stock at July 31, 2000 would have been
approximately $1,684,062 or $.11 per share. This represents
an increase in our net tangible book value per share of $.10
to our existing shareholders and an immediate dilution of
$.64 or 84.85% per share to the purchasers of our Common
Stock in this Offering.

The following table illustrates this dilution on a
per share basis:

<TABLE>
<S> <C> <C>
Assumed public offering price per share $ .75

Pro forma net tangible book value per share before Offering $ .01

Increase per share attributable to payments by new stockholders $ .10

Pro forma net tangible book value per share after Offering $ .11

Dilution per share $ .64
</TABLE>

The following table summarizes as of July 31, 2000
the total consideration paid and the average price per share
paid by existing stockholders and by purchasers of Common
Stock in this Offering:
<TABLE>
<S> <C> <C> <C> <C> <C>
Percentage of Average
Outstanding Percent of Price per
Shares of Shares of Total Total Share of
Common Common Consideration Consideration Common
Stock Stock Paid Paid Stock
-------------------------------------------------------------------------
Existing
Stockholders 12,855,183 86.54% $4,742,384 76% $ .37

New Investors
2,000,000 13.46% $1,500,000 24% $ .75

</TABLE>
------------------------

(1) Does not include an aggregate of 630,000 shares of
Common Stock reserved for issuance upon the exercise of
certain stock option agreements granted to our employees and
one of our subcontractors.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL
Statements in this Form SB-2 concerning our business outlook
or future economic performance; anticipated profitability,
gross billings, commissions and fees, expenses or other
financial items; and statements concerning assumptions made
or exceptions as to any future events, conditions,
performance or other matter are "forward-looking statements"
as that term is defined under the Federal Securities Laws.
Forward-looking statements are subject to risks,
uncertainties and other factors which would cause actual
results to differ materially from those stated in such
statements. Such risks, uncertainties and factors include,
but are not limited to, (i) the uncertain acceptance of the
Internet and our Internet content, (ii) that we have grown
rapidly and there can be no assurance that we will continue
to be able to grow profitably or manage our growth, (iii)
risks associated with acquisitions, (iv) competition, (v)
our quarterly operating results have fluctuated in the past
and are expected to fluctuate in the future, (vi) the loss
of services of certain key individuals could have a
material adverse effect on our business, financial condition
or operating results, (vii) the control of our Company by
David L. Smith, Jr., our President, CEO and Director.

Overview

A substantial part of our growth has been achieved through
acquisitions. For the period December 11, 1997 through May
31, 1999, we completed two acquisitions. Given the
acquisition of Top-10 Promotions, Inc., the results from
operations from period to period are not necessarily
comparable.

Gross revenues refer to fees earned in the design,
development, production, and marketing of technology to
provide enhanced Internet marketing capabilities. We earn
revenues when we provide Internet services that improve an
Internet site's ranking when searched on the leading
Internet search engines. We commit to our customers that we
will use our best efforts so that each customer will receive
at least ten placements within the top twenty positions,
somewhere across the targeted search engines. Generally,
the payment terms require payment to us at, or prior to, the
time that the services are performed. Historically, we have
not experienced substantial problems with unpaid accounts.
Our internal accounting system does not provide a way to
separately account for the costs attributable to the Premium
and the Starter service.

We have technological expertise in preparing and submitting
web site pages with "key search words" to the targeted
search engines. The web site page is configured so that
when these key search words are entered into a search
engine, the search will most likely hit on this web page.

On May 28, 1998, we undertook a Stock Purchase Agreement and
Share Exchange with Top-10 Promotions Inc., a Virginia
Corporation. The sole shareholder of Top-10 Promotions,
Inc., David L. Smith, Jr. (our current President, CEO,
Director and principal shareholder) received 500,000 shares
of our "restricted" stock in exchange for all his shares in
Top-10 Promotions, Inc. The purchase was valued at a total
of $262,000 with $242,386 accounted for as contributions of
capital and $19,614 attributed to goodwill.

Primarily as a result of the acquisition of Top-10
Promotions, Inc. on May 28, 1998, our revenue has been
generated from the sale of services of Top-10 Promotions,
Inc. as of the date of acquisition. Prior to the merger
with us, Top-10 Promotions, Inc. assisted customers by
creating web pages that had a stronger appeal to search
engine robots as compared to the customer's existing web
pages thus allowing the web pages to be listed higher in the
search engines indices than the customers were previously
capable of appearing. The acquisition was accounted for
using the purchase method of accounting and the results of
operations of Top-10 Promotions, Inc. from the date of
purchase are included in the financial statements. In the
first year of business activity, we were building a sales
team and experienced gross revenue of $54,032. During the
following year, we had $1,144,122 in gross revenue and
revenues for the nine months ended July 31, 2000 increased
to $1,577,133 as compared to $873,772 in the same period of
the prior year. We are continuously monitoring the Internet
marketplace for opportunities to expand our presence and
intend to continue our acquisition strategy to supplement
our internal growth. Our internal growth stems from ideas
of selected individuals. We continue to recruit individuals
of this same level of expertise.

Our operating expenses have increased significantly since
inception primarily due to headcount increases as a result
of hiring staff to support increased sales and the purchase
of new technology. Primarily as a result of the acquisition
of Offshore Software Development Ltd. on March 30, 1999, we
have realized efficiencies in our data base operations that
have resulted in increased sales. We continue to count as a
cost of sales the cost of continually updating our program
code. We currently employ the programmers to update program
codes that in the past we outsourced. The cost of sales
category primarily includes cost of Internet lines,
programmer fees, sales salaries and other miscellaneous
charges. The cost of sales for the period ended October 31,
1999 was $674,824, $28,485 for the period ended October 31,
1998 and $800,244 for the nine months ending July 31, 2000.
The software we acquired in the Offshore Software
transaction enables us to access our internal databases more
efficiently. A large portion of our daily work requires our
employees to access information in several internal
databases. Our old software caused delays in almost every
database inquiry. Thirty second delays for information were
not unusual. The software we acquired in the Offshore
Software transaction retrieves the requested information in
2 to 3 seconds.

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 our revised
forecast of the cash flows expected from intangible assets.
As a result amortization expenses dropped by $8,583 per
month.

Office and general expenses for the period ended October 31,
1998 was $72,181, $877,807 for the period ended October 31,
1999 and $623,593 for the nine months ending July 31, 2000,
excluding compensation for our Chief Executive Officer.
Chief Executive Officer compensation for the period ended
October 31, 1998 was $258,214, $2,274,941 for the period
ended October 31, 1999 and $210,200 for the nine months
ending July 31, 2000. Chief Executive Officer compensation
for the periods described was primarily stock based
compensation as described in the footnotes to the financial
statements. The impact on future stock based compensation
is uncertain as we continue to use stock based compensation
as a recruitment tool.

Results of Operations

The following table sets forth the periods indicated gross
revenue, detailed cost of sales, general and administrative
costs, officer compensation and EBITDA for the Company.
<TABLE>
<S> <C> <C> <C> <C>
Jul. 00 Percent of Jul. 99 Percent of
Nine Gross Nine Gross
Months Revenue Months Revenue
-----------------------------------------------------
Gross Revenue $1,557,133 100.00% 873,772 100.00%

Cost of Sales:

T1 lines & costs 29,779 1.91% 75,788 8.67%
Programmers 22,061 1.42% 67,439 7.72%
Sales salaries &
taxes 697,552 44.80% 365,369 41.82%
Other consulting - - 27,227 3.12%
Other 50,852 3.27% 21,613 2.47%
Total 800,244 51.39% 557,436 63.80%

General &
Administrative 770,383 49.47% 1,328,599 152.05%
Gain on sale 108,000 6.94% - -
EBITDA (1) 75,418 6.07% (1,012,263) (115.85%)

EBITDA TABLE - CONTINUE

Apr. 00 Percent of Apr. 99 Percent of
Six Gross Six Gross
Months Revenue Months Revenue
--------------------------------------------------------
Gross Revenue $1,135,884 100.00% 452,450 100.00%

Cost of Sales:

T1 lines & costs 23,539 2.07% 35,108 7.76%
Programmers 13,978 1.23% 51,816 11.45%
Sales salaries &
taxes 483,610 42.58% 166,810 36.87%
Other consulting - 0% 23,870 5.26%
Other 28,506 2.51% 14,707 3.25%

Total 545,927 48.39% 292,221 64.59%

General &
Administrative 545,927 48.06% 1,328,599 293.65%
Gain on sale 108,000 - - -
EBITDA (1) 148,324 13.06% (1,168,370) (258.23%)

EBITDA TABLE - CONTINUE

Jan. 00 Percent of Jan. 99 Percent of
1st Quarter Gross 1st Quarter Gross
Revenue Revenue
------------------------------------------------------
Gross Revenue $ 520,679 100.00% $ 138,127 100.00%

Cost of Sales:

T1 lines & costs 15,670 2.96% 19,400 14.05%
Programmers 5,260 .99% 20,850 15.09%
Sales salaries &
taxes 238,800 45.09% 48,889 35.39%
Other consulting - 0.00% - 0%
Other 758 0.14% 7,256 5.25%

Total 260,488 49.19% 96,395 69.79%

General &
Administrative 271,000 51.17% 1,177,650 852.58%
EBITDA (1) <1,886> 5.34% (1,135,918) <822.37%>

Twelve Percent of From Percent of
Months Gross Inception Gross
10-31-99 Revenue 10-31-98 Revenue
------------------------------------------------------
Gross Revenue $1,144,122 100.00% $ 54,032 100.00%

Cost of Sales:

T1 lines & costs 102,952 9.0% 12,601 23.32%
Programmers 65,914 5.76% 13,315 24.64%
Sales salaries &
taxes 480,076 41.96% 2,385 4.41%
Other consulting 19,507 1.71% 0 0%
Other 6,373 .56% 184 0.34%

Total 674,824 58.98% 28,485 52.72%

General &
Administrative 3,010,636 263.14% 320,581 593.32%
Gain on sale - - - -
EBITDA (1) <2,541,338> <222.12%> <295,034> <546.03%>

EBITDA TABLE - CONTINUE
</TABLE>

(1) Earnings before interest, income taxes, depreciation
and amortization. EBITDA is presented to provide additional
information about the company's ability to meet its future
debt service, capital expenditures and working capital
requirements and is one of the measures which determines a
company's ability to borrow under its credit facility.
EBITDA should not be considered in isolation or as a
substitute for operating income, cash flows from operating
activities and other income or cash flow statement data
prepared in accordance with generally accepted accounting
principles or as a measure of the Company's profitability or
liquidity. EBITDA for the indicated periods is calculated
as follows.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Cash flows: Twelve Months From Inception Jan. 00 Jan. 99 Apr. 00 Apr. 99
Ended To Three Three Six Six
10-31-99 10-31-98 Months Months Months Months
-----------------------------------------------------------------------------------------
Operating (229,254) (104,915) 27,438 43,912 83,874 27,012
Investing (104,140) ( 38,159) (11,463) (63,228) (64,384) (59,333)
Financing 397,503 156,869 (2,496) 52,835 (5,373) 138,337

EBITDA Calculation

Net income (loss) $<2,686,404> $ <305,545> (37,809)(1,141,402) 74,763(1,194,159)
Interest, net 2,954 697 (1,468) (166) (1,092) 1,609
Income tax expense
(benefit) -0- -0- -0- -0- - -
Depreciation and
amortization 142,112 9,814 37,31 5,650 74,653 24,180
EBITDA $<2,541,338> $ <295,034> <1,886> (1,135,918) 148,324(1,168,370)

</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Cash flows: Jan. 00 Jan. 99 Apr. 00 Apr. 99 Jul. 00 Jul. 99
Three Three Six Six Nine Nine
Months Months Months Months Months Months
-----------------------------------------------------------------------------------------

Operating 27,438 43,912 83,874 27,012 79,403 28,372
Investing (11,463) (63,228) (64,384) (59,333) (113,333) (154,392)
Financing (2,496) 52,835 (5,373) 138,337 (7,329) 272,542

EBITDA Calculation

Net income (loss) (37,809) (1,141,402) 74,763 (1,194,159) (17,636) (1,253,368)
Interest, net (1,468) (166) (1,092) 1,609 (1,268) 2,270
Income tax expense
(benefit) - - - - - -
Depreciation and
amortization 37,391 5,650 74,653 24,180 113,410 60,213
EBITDA <1,886> (1,135,918) 148,324 (1,168,370) 94,506 (1,190,885)

</TABLE>

The twelve months ended October 31, 1999 compared to the
twelve months ended October 31, 1998.

A direct period by period comparison can not be made without
annualized figures as the second period is not complete.
This type of analysis is speculative and will not be
discussed. This section will describe relevant issues that
effect each of the periods shown.

We are experiencing rapid growth as seen in the above
results of operations. The primary cost associated with
this growth is the addition of more sales staff. We have
determined that sales staff additions are an important
growth strategy. The additional cost of other consulting in
the cost of sales section is not expected to continue. We
continually negotiate the costs of Internet line access. As
can be seen, these negotiations leave these costs stable as
business activity increases. In addition, our management
has stabilized the programming costs associated with our
continual technology improvement program.

We have suffered losses from inception to date. Sales have
increased as the number of sales persons has increased. We
believe that the cost of sales persons is one of the few
costs which will rise proportionately as sales increase.

<TABLE>
ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
<S> <C> <C>
Three Months Nine Months
Ended July 31 Ended July 31
2000 1999 2000 1999
------- -------- ------- -------
REVENUE
Sales $421,248 421,322 1,557,133 873,772
Cost of sales 250,611 265,215 800,244 557,436
------- -------- ------- -------
GROSS PROFIT 170,637 156,107 756,889 316,336

GENERAL & ADMINISTRATIVE EXPENSES
Advertising 280 6,385 1,848 10,463
Auto 457 2,574 2,274 2,574
Bank charges 248 68 631 264
Depreciation and 38,757 27,450 113,410 60,213
Amortization
Dues and subscriptions 1,145 420 1,825 1,777
Legal and accounting 13,015 32,542 60,343 79,603
Maintenance and repairs 372 6,358 1,132 7,794
Marketing 23,898 0 104,179 0
Meals and entertainment 1,937 118 3,120 4,154
Office and occupancy 91,328 38,440 287,784 61,112
expense
Rent 11,959 13,650 32,772 27,400
Officers salaries 64,800 70,200 210,200 1,288,417
Telephone 12,926 8,142 54,796 16,300
Travel 2,091 0 9,479 7,363
------- -------- -------- --------
Total 263,213 206,347 883,793 1,567,434
------- -------- -------- --------
INCOME (LOSS) FROM (92,576) (50,240) (126,904) (1,251,098)
OPERATION

OTHER INCOME AND (EXPENSE)

Interest - net 176 (661) 1,268 (2,270)
Gain on sale of stock 0 0 108,000 0
------- -------- -------- --------
Total 176 (661) 109,268 (2,270)
------- -------- -------- --------

NET INCOME (LOSS) $ (92,400)$ (50,901) $ (17,636)$(1,253,368)
======== ======== ======== ========

NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share Less than(.01) Less than (.01)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding 11,330,183 8,103,721

</TABLE>

Liquidity and Capital Resources

Our principal capital requirements have been to fund (i)
acquisitions, (ii) working capital, (iii) capital
expenditures and (iv) advertising and development of our
Internet business. Continued development in our Internet
business has included the acquisition of assets which
improve the efficiency of the program technology that we
operate with. Our working capital ratio has been maintained
from .64 to 1.95 during the reported periods. This is due
to sales, as our policy, being paid for in advance or at the
time services are performed. In addition to this, we
extended the right to convert loans from Arthur Harrison &
Associates in the amount of $35,000 into 350,000 shares of
common stock.

We are currently operating at approximately cash breakeven
and believe that cash on hand and cash expected to be
generated from operations will be adequate to permit
continued operations for at least the next twelve months
without recourse to outside financing. We cannot however,
provide for every contingency that may exist external to our
Company.

Our financial statements have been presented on the basis
that we are a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in
the normal course of business. We have suffered recurring
losses from operations in prior periods, and may require
additional capital to continue our planned development. We
believe we will continue as a going concern and are actively
marketing our services and web site which should enable us
to meet our current obligations and provide additional funds
for continued growth and new product development.

BUSINESS

THE COMPANY

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

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

We have a history of significant losses. We had a loss of
$305,545 from December 11, 1997 (inception) through October
31, 1998 and $2,686,404 for the year ended October 31, 1999
making an accumulated deficit of $2,991,949. For the nine
month period ending July 31, 2000 the Company's loss was
reduced to $17,636 from the $1,253,368 in the same nine
month period of the prior year.

FORMATION

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

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

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

SERVICES

Our services are designed to improve the visibility of our
customer's web sites in the Internet. The first level of
service, the "Starter Plan" consists of getting the
customer's web sites registered on about 800 of the most
significant search engines. This service sells for $99, is
not actively promoted by us, and does not carry any
visibility commitment. It has accounted for .2% of our
revenues during the first nine months of fiscal 2000.
During the nine months ending July 31, 1999, it accounted
for 1.4% of our revenue.

Sales of the "Premium Plan" accounted for 95.9% of revenues
during the nine months ended July 31, 2000. This plan is
sold for $1,495. This plan was originally sold for $1,295.
It was increased to $1,495 effective May 4, 2000. It
differs from the Starter Plan in that its goal is not to get
the web site listed by the search engines, but to increase
the probability that the site will be one of the first 20
sites listed by the search engine when appropriate key words
are used. Since many key word searches can return hundreds,
if not thousands, of matches, it is important that those
attempting to generate business from their Internet listing
assure that their site is listed in the first one or two
pages returned by the search engine. If the customer has
more than one web site we will promote these sites for half
price of $747.50 each. We originally charged $647.50, but
increased the price to $747.50 effective May 4, 2000.

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

Identify appropriate key words or terms for the
customer's web site. The Premium Plan allows for 6
terms and up to 6 additional terms may be purchased
for $150 each. Sale of additional terms to
customers purchasing the Premium Plan accounted for
2.5% of revenues during the 9 months ended July 31,
2000.

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

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

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

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

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

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

We commit to the following for our Premium Plan:

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

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

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

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

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

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

Our sales efforts rely primarily upon our proprietary
software programs to generate sales leads which are then
followed up with e-mail and telemarketing efforts. Due to
the increasing number of web sites indexed by the key search
engines and changes in the way these sites are indexed by
the search engines, the visibility of the web sites which we
have enhanced tends to decline over time. We re-solicit
prior customers periodically and offer them the opportunity
to renew their web site visibility. The renewal process is
the same as described above and with the same guarantee.
The renewal price is $747.50 and an additional $150 for each
key word or phrase over six. Renewals accounted for 1.4% of
our revenues in the first nine months of fiscal 1999, and
for 3.4% of revenues in the first nine months of fiscal
2000. We expect renewals to become a somewhat larger
percentage of total revenues as our customer base grows.

RTCHosting CORP

RTCHosting Corp ("RTCH") is our wholly owned subsidiary
which was formed in June 2000.

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

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

Key features of the system include:

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

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

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

Capability for use by purchasing agents at remote
locations

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

Capability to vary limits by which bids must change

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

Capability to show productivity and effectiveness of
individual purchasing agents

All of the software required to operate OPS has been
developed or is being developed by us.

The web hosting services of the OPS will be supplied through
a server located in Roanoke Rapids, North Carolina and two
located in London, England but plans are underway to
relocate the London servers to Rocky Mount, N.C.

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

We believe that any organization can become a customer.

Initially, sales efforts will be undertaken primarily by
David Smith who has begun to target local and regional
business groups and associations in an attempt to develop
master programs under which they would make RTCH available
to all of their members who choose to participate. Under
certain conditions, commissions might be paid to individual
business or business groups, which are instrumental in
aiding the marketing of RTCH.

After getting customers to accept a free trial, our
personnel will contact these persons to help them get
started on the system and follow up when the trial period is
over to attempt to finalize the sale. Our preliminary plans
call for paying a commission of $1000 per customer plus a
continuing fee of $50 per month for each customer signed up.
We currently have two full time employees of Roanoke
Technology Corp. who are assigned to work as support
personnel and sales closers. If business develops as
anticipated, the number of employees doing this type of
fulfillment work will increase.

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

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

Currently 6 customerS have agreed to test the RFQ system.
This customer is expected to send out its first request for
quotes in late September. The company has not yet derived
any revenues from RTCH and, due to the 90 day free trial
period, no significant revenues will be generated until at
least some time after the end of calendar year 2000, if
ever.

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

TRADEMARKS

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

PERSONNEL

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

We expect to continue to add salespersons.

COMPETITION

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

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

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

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

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

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

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

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

GENERAL BUSINESS CONDITIONS

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

CUSTOMERS

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

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

The following is a partial list of what types of businesses
a few of our customers are involved with: 
_ Real Estate
_ Insurance
_ Telephone Equipment
_ Auto Supplies
_ Plastic Surgeon
_ Print Media
_ Financial Advisory
_ Pet Supplies
_ Police Supplies
_ e-commerce
_ Pump Sprayers
_ Farm Equipment
_ Printing Supplies
_ Recycling
_ Clothing
_ Autoclave Equipment
_ Industrial Equipment Supplier
_ Material Manufacturers
_ Material Brokers
_ Business Consultants
_ Time Management Consultants
_ Advertising Agency
_ Personnel Placement Agency
_ Pilot Supplies
_ Medical Supplies
_ Pool Supplies
_ Golf Equipment
_ Travel Agency
_ Recreation Equipment

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.

<TABLE>
Material programming costs are:
<S> <C> <C> <C>
9 Months Ending Year Ending Year Ending
July 31, 2000 Oct. 31, 1998 Oct. 31, 1999
Total $90,194 $35,612 $52,729
</TABLE>

RESEARCH AND DEVELOPMENT EXPENSES

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

LEGAL PROCEEDINGS

We are a party to the following legal proceedings:

(1) Craig (Plaintiff) v. Top-10 Promotions, Inc., Glenn
Canady and Kelly Allen (collectively, the Defendants);
Sonoma County Superior (Limited Civil), California, Case No.
163579 filed on June 21, 2000. Plaintiff, Gary Craig,
operates a web site which dispenses information about a
therapeutic technique and offers instructional material for
a fee. Plaintiff purchased our product known as "Premium
Service" in order to secure at least 10 placements for his
web site URL within the top 20 positions somewhere across
the Internet's top search engines. The product performed as
expected. However, in working with his web site, plaintiff
caused his site specific search engine to become unusable.
Despite this fact, Plaintiff filed suit claiming that it was
not his own actions, but rather defendants "Premium Service"
which caused his site to become unusable. Plaintiff seeks
$16,295 plus punitive damages, interest, attorneys fees and
costs. Although we are disclosing this lawsuit, we do not
deem it to be material.
(2) Oyster Software, Inc. (Plaintiff) v. Roanoke Technology
Corp. (Defendant and Cross-Defendant), Forms Processing,
Inc. (Defendant) and Barry Matz (Defendant); United States
District Court, Northern District of California, Case No.
C000724 filed on March 1, 2000. Plaintiff, Oyster Software,
Inc. claims trademark and copyright infringement,
misappropriation and unfair competition based on the
placement of its trademarks and copyrighted material into
HTML web pages utilized by defendant Forms Processing, Inc.
(FPI). FPI claims that it had no knowledge of this fact and
that the web pages were created for it by Roanoke Technology
Corp. as part of the purchase of the product known as
"Premium Service." We deny placing the allegedly infringing
material into FPI's web pages. Plaintiff's complaint seeks
declaratory relief, an injunction, an accounting, damages in
excess of $1,600,000 and an award of attorneys fees and
costs. Through its cross-complaint, FPI seeks declaratory
relief and indemnity.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors and their ages as of
October 18, 2000 are as follows:
<TABLE>
<S> <C> <C>
Name Age Position
David L. Smith, Jr. 44 Chief Executive Officer, President and Director
Glenn L. Canady 36 Vice President-Operations, Director
Edwin E. Foster, Jr. 51 Secretary and Director
</TABLE>

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

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

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

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

COMMITTEES OF THE BOARD

We presently do not have any committees.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term
compensation for services in all capabilities to the
Company.
<TABLE>
<S> <C> <C> <C> <C> <C>
Name & Position Year Salary Bonus Other Annual Long Term
Compensation Compensation

David L. Smith Jr. (5) 2000 $150,000 -0- (1) -0-
President and Director
1999 $120,000 -0- (1) -0-

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

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

</TABLE>

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

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

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

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

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

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

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

Compensation of Directors

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

EMPLOYMENT AGREEMENTS

On August 22, 2000, we signed an amended employment
agreement with our Chief Executive Officer and President,
David L. Smith, Jr. This amended the employment agreement
dated May 28, 1998. The term of the employment agreement is
for 3 years ending in August 2003. The agreement is
automatically renewed for additional 1 year periods with the
mutual consent of David and us. During the renewal term, we
may terminate the agreement upon 30 days prior written
notice to David. The Agreement provides for the following:
(i) salary of $150,000 per annum; (ii) quarterly bonus of
30% of net income before income tax; and (iii) share bonuses
annually, with the approval of the Board of Directors of up
to 1% of the issued and outstanding shares of the Company
determined as of the close of business on December 31. In
addition, David received a signing bonus of 1,500,000 of our
Common Shares.

On March 1, 1999, we signed an employment agreement with our
Vice President-Operations, Glenn Canady. The term of the
employment is for a 4 year period initially ending in
February 2003. The agreement is automatically renewed for
additional 1 year periods upon mutual consent of the
parties. The Agreement provides for the following: initial
salary of $60,000 per annum; as of June 1999, increased to
$80,000 per annum; increased to $100,000 per annum if our
annual gross revenues exceed $1,000,000; $120,000 per annum
if our annual gross revenues exceed $2,000,000 per annum.
The agreement provides that Glenn shall receive standard
commissions and bonuses until his salary reaches $80,000 per
annum, at which time Glenn is no longer entitled to standard
commissions and bonuses. Glenn was granted stock options to
purchase 200,000 shares of our common stock at $1.00 per
share in increments of 50,000 shares per year of service to
us. The shares are to be restricted for a 2 year period from
the date of issuance. After Glenn exercises his options as
set forth above, we shall loan Glenn the exercise price
($1.00 per share), which loan shall bear interest at the
Applicable federal Rate at the time of such loan based on a
5 year term with interest only payable annually. In March
1999, Glenn signed a separate stock option agreement in
accordance with the terms set forth above.

Edwin Foster, Jr. has no employment agreement with us. In
January 2000, Ed signed a stock option agreement with us.
Ed was granted stock options to purchase 100,000 shares of
our common stock over a 4 year period at $1.00 per share in
increments of 25,000 shares per year commencing June
2000(after Ed had 1 year of service with us. The shares are
to be restricted for a 2 year period from the date of
issuance. After Glenn exercises his options as set forth
above, we shall loan Glenn the exercise price ($1.00 per
share), which loan shall bear interest at the Applicable
federal Rate at the time of such loan based on a 5 year term
with interest only payable annually.

STOCK OPTION PLAN

We have discussed implementing a stock option plan after the
end of fiscal year 2000 on October 31, 2000. The Plan, if
established, will be administered by a Compensation
Committee determined by our Board of Directors or our Board
of Directors, which will determine among other things, those
individuals who shall receive options, the time period
during which the options may be partially or fully
exercised, the number of Common Shares issuable upon the
exercise of the options and the option exercise price.

The Plan, if established, will provide for Options to be
granted to our officers, directors, consultants, key
employees, advisors and similar parties who provide their
skills and expertise to us. The Plan will be designed to
enable management to attract and retain qualified and
competent directors, employees, consultants and independent
contractors.

Notwithstanding the above, we have executed stock option
agreements with our employees (including our officers and
directors) and a consultant for an aggregate of 630,000
shares of our common stock as follows: Glenn Canady -
200,000 shares (see above); Edwin Foster, Jr. - 100,000
shares (see above); Ryan Brown - 200,000 shares; Michael
Cohen - 40,000 shares; Ben Kram -40,000 shares; Andrew Neil
- 40,000 shares and Louis E. Hannen (consultant) - 10,000
shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 11, 1997, James Lee, our founder, received
1,500,000 shares for forming the Company. On October 1,
1998, Mr. Lee received an additional 1,175,000 shares as
compensation for services rendered. As founder of the
Company, Mr. Lee is deemed to be a promoter. At no time,
did we acquire any assets from Mr. Lee.

On May 28, 1998, we undertook a Stock Purchase Agreement and
Share Exchange ("Stock Agreement") with Top 10 Promotions,
Inc. ("Top 10"), a Virginia Corporation. The sole
shareholder of Top 10 was David L. Smith, Jr., our Chief
Executive Officer and Director. In exchange for David
tendering his Top 10 shares to us, he received 500,000 of
our "restricted" shares valued at $19,500. Top 10 merged
into us and received funds from us of $50,000 at closing and
$17,500 per month for an eleven month period commencing
ninety (90) days after the closing date of May 28, 1998.
The funding for these amounts was derived from (1) the
operating account of the Company at the time (the Company
was known as Suffield Technologies Corp. at such time) of
acquisition in May 1998. Prior to May 1998 the Company had
undertaken 2 Regulation D, Rule 504 offerings and raised an
aggregate of $70,000; (2) the October 1998 Regulation D,
Rule 504 offering (see Item 10 - Recent Sales of
Unregistered Securities). In addition, based on the Stock
Agreement, we established an office and qualified to do
business, in North Carolina. David Smith operates such
office and filed to do business as "Top-10 Promotions" in
the North Carolina county in which we now operate.

As listed herein in Item 26, Recent Sales of Unregistered
Securities, we completed the Asset Agreement with Offshore.
Our legal counsel, Richard I. Anslow represented both
Offshore and the Company in the Asset Agreement. Offshore
and the Company signed waivers of such conflict of interest
so that Mr. Anslow could represent both parties. Mr. Anslow
received an additional 22,500 of our shares based on the
Asset Agreement since he previously held 25,000 shares of
Offshore prior to the Asset Agreement.

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

LIMITATIONS ON PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

Under Florida law, a director is not personally liable for
monetary damages to the corporation or any other person for
any statement, vote, decision, or failure to act unless (i)
the director breached or failed to perform his duties as a
director, and (ii) a director's breach of, or failure to
perform, those duties constitutes (1) a violation of the
criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (2) a transaction from
which the director derived an improper personal benefit,
either directly or indirectly; (3) a circumstance under
which an unlawful distribution is made; (4) in a proceeding
by or in the right of the corporation or in a proceeding in
which the corporation procures a judgment in its favor or by
or in the right of a shareholder, conscious disregard for
the best interest of the corporation or willful misconduct;
or (5) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety, or property. A
corporation may purchase and maintain insurance on behalf of
any director or officer against any liability asserted
against him and incurred by him in his capacity or arising
out of his status as such, whether or not the corporation
would have the power to indemnify under Florida law.

Our Bylaws limit, to the maximum extent permitted by Florida
law, the personal liability of our directors and officers
for monetary damages for breach of their fiduciary duties as
directors and officers. Our Bylaws provide further we shall
indemnify to the fullest extent permitted by Florida law any
person made a party to any action or proceeding by reason of
the fact that such person was our director, officer,
employee or agent. Our Bylaws also provide that our
directors and officers who are entitled to indemnification
shall be paid their expenses incurred in connection with any
action, suit or proceeding in which such director or officer
is made a party by virtue of his being our officer or
director to the maximum extent permitted by Florida law.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of October 13, 2000,
certain information with respect to (i) those persons or
groups known to us to be the beneficial owners of more than
five percent of our common stock, (ii) each of our
directors, (iii) each of our executive officers and (iv) all
of our directors and executive officers as a group. The
stockholders listed in the table have sole voting and
investment power with respect to our common stock owned by
each of them. As of October 13, 2000 (assuming sale of the
maximum shares being registered hereunder), there are
14,855,183 shares of our Common Stock issued and
outstanding.
<TABLE>
<S> <C> <C>
Number of Shares Percent of Common
Beneficially Owned Stock Outstanding
Name of Beneficial Owner
-------------------------------------------------------------------------
David L. Smith, Jr. 6,853,732(1) 46.14%
Glenn Canady 20,000(1) *%
Edwin E. Foster, Jr 500(2) *%

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

*Less than 1%.
</TABLE>

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

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

Edwin Foster, Jr. purchased his shares on the open market.

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

DESCRIPTION OF SECURITIES

The following summary description of the Securities is
qualified in its entirety by reference to our Certificate of
Incorporation, as amended, and its By-laws, copies of which
have been filed as Exhibits to the Registration Statement of
which this Prospectus is a part.

Our authorized capital stock is 50,000,000 shares of Common
Stock, par value $0.0001 per share and 10,000,000 shares of
preferred Stock, par value $.0001 per share. As of October
13, 2000, we had issued 14,855,183 of our shares of Common
Stock and none of our Preferred Stock.

The following brief description of our common stock does not
purport to be complete and is subject in all respects to
Florida law and to the provisions of our Articles of
Incorporation, as amended (the "Articles") and our Bylaws,
copies of which have been filed as exhibits to this
registration statement.

Each share of our common stock entitles the holder to one
(1) vote on all matters submitted to a vote of the
stockholders. Our common stock does not have cumulative
voting rights, which means that the holders of a majority of
the outstanding shares of our common stock voting for the
election of directors can elect all members of the Board of
Directors. A majority vote is also sufficient for other
actions that require the vote or concurrence of stockholders
except in cases in which more than a simple majority is
required by law. Holders of our common stock are entitled
to receive dividends, when, as and if declared by the Board
of Directors, in its discretion, from funds legally
available therefore. Holders of shares of our common stock
are entitled to share, on a ratable basis, such dividends as
may be declared by the Board of Directors out of funds,
legally available therefor. Upon our liquidation,
dissolution or winding up, after payment to creditors, the
holders of our common stock are entitled to share ratably in
the assets of the Company, if any, legally available of
distribution to our common stockholders. Our Bylaws require
that only a majority of the issued and outstanding shares of
our common stock need be represented to constitute a quorum
and to transact business at a stockholders' meeting.

Our common stock has no preemptive rights or no
subscription, redemption or conversion privileges. All of
the outstanding shares of our common stock are fully paid
and non assessable.

Our Board of Directors has total discretion as to the
issuance and the determination of the rights and privileges
of any shares of our common stock which may be issued in the
future, which rights and privileges may be detrimental to
the rights and privileges of the holders of our existing
shares of our common stock now issued and outstanding.

SHARES ELIGIBLE FOR FUTURE SALE

All Shares of common stock will be immediately tradable
without restriction or further registration under the
Securities Act. The outstanding Shares of common stock
include 6,873,732 Shares of common stock (shares of David L.
Smith, Jr. and Glenn Canady) outstanding deemed to be
"restricted securities," as that term is defined under Rule
144 promulgated under the Securities Act, in that such
Shares were purchased or acquired by such stockholders of
the Company in transactions not involving a public offering,
and, as such, may only be sold pursuant to a registration
statement under the Securities Act, in compliance with the
exemption provisions of Rule 144, or pursuant to another
exemption under the Securities Act. Substantially all of
such restricted Shares of common stock are eligible for sale
under Rule 144, subject to the volume limitations prescribed
by the Rule. The outstanding shares also include 1,211,268
shares of Common Stock held by the Selling Security Holders.
Such shares have been registered for resale pursuant to the
registration statement to which this prospectus is a part.

In general, under Rule 144 as currently in effect, a
shareholder, including an affiliate of the Company, may sell
shares of Common Stock after at least one year has elapsed
since such shares were acquired from the Company or an
affiliate of the Company. The number of shares of Common
Stock which may be sold within any three-month period is
limited to the greater of one percent of the then
outstanding Common Stock or the average weekly trading
volume in the Common Stock during the four calendar weeks
preceding the date on which notice of such sale was filed
under Rule 144. Certain other requirements of Rule 144
concerning availability of public information, manner of
sale and notice of sale must also be satisfied. In addition,
a shareholder who is not an affiliate of the Company (and
who has not been an affiliate of the Company for 90 days
prior to the sale) and who has beneficially owned shares
acquired from the Company or an affiliate of the Company for
over two years may resell the shares of Common Stock without
compliance with the foregoing requirements under Rule 144.

No predictions can be made as to the effect, if any,
that future sales of shares, or the availability of shares
for future sale, will have on the market price of the Common
Stock prevailing from time to time. Nevertheless, sales of
substantial amounts of Common Stock, or the perception that
such sales may occur, could have a material adverse effect
on prevailing market prices and could impair our ability to
raise capital through the sale of its equity securities.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock
is Interwest Transfer Co., Inc., Salt Lake City, Utah.

SELLING SECURITY HOLDER

The Selling Security Holders are: (1) Thomas McClellan,
1,200,000 Common Shares. 600,000 shares are presently owned
by Mr. McClellan pursuant to an agreement with David L.
Smith, Jr. whereby he paid David $.25 per share; 600,000
shares are presently owned by David and will be transferred
from David to Mr. McClellan upon Mr. McClellan paying David
consideration of $.25 per share. Such consideration for the
additional 600,000 shares must be paid to David by no later
than November 7, 2000. If consideration is not paid for all
or a part of such 600,000 shares, such shares shall not be
deemed registered hereunder and shall be retained by David;
(2) Davin McAteer, 11,268 Common Shares. Mr. McAteer
received his shares from David L. Smith, Jr. in August 1999.
Mr. McAteer compensated Mr. Smith $4.25 per share. (3) Mark
Canady purchased from David Smith 15,000 shares on August 5,
1999 for $1.00 per share; and (4) Richard I. Anslow, our
legal counsel, 66,000 Common Shares. 25,000 of the Selling
Security Holder Shares were issued to Mr. Anslow as
compensation for services rendered in connection with this
Offering. 22,500 shares were received by Mr. Anslow when we
completed the Asset Agreement with Offshore since Mr. Anslow
was a shareholder of offshore; 18,500 shares were previously
issued to Mr. Anslow for services rendered (Mr. Anslow
received 25,000 shares for such services rendered and
previously sold 6,500 of such shares in accordance with Rule
144 of the 1933 Securities Act). We will not receive any
proceeds from sales of the Selling Security Holder Shares.

LEGAL MATTERS

The validity of our Common Shares offered hereby will be
passed upon for us by Richard I. Anslow & Associates,
Freehold, New Jersey 07728. Richard I. Anslow, the principal
of Richard I. Anslow & Associates owns 66,000 Shares of our
Common Stock, of which all 66,000 shares are being
registered hereby.

EXPERTS

Our reviewed balance sheet as at July 31, 2000, and the
related Statement of Operations and Statement of Cash Flows
of James P. Gately, CPA, independent certified public
accountants, have been included herein. In addition, our
audited balance sheets as at October 31, 1999 and October
31, 1998, and the related Statements of Operations,
Statements of Stockholders' Equity and Statements of Cash
Flows have been included herein and in the Registration
Statement in reliance upon the report, appearing elsewhere
herein, of James P. Gately, CPA, independent certified
public accountants, and upon the authority of said firm as
experts in accounting and auditing.

ADDITIONAL INFORMATION

We have filed with the Commission a Registration Statement
under the Act with respect to our Common Shares offered
hereby. This Prospectus omits certain information contained
in the Registration Statement and the exhibits thereto, and
references are made to the Registration Statement and the
exhibits thereto for further information with respect our
Company and the Common Shares offered hereby. Statements
contained herein concerning the provisions of any documents
are not necessarily complete, and in each instance reference
is made to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified
in its entirety by such reference. The Registration
Statement, including exhibits and schedules filed therewith,
may be inspected without charge at the public reference
facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549
and at the regional offices of the Commission located at 7
World Trade Center, Suite 1300, New York, New York 10048,
and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section
of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and its public reference
facilities in New York, New York and Chicago, Illinois upon
payment of the prescribed fees. Electronic registration
statements (as well as proxy reports and other information
when filed) filed through the Electronic Data Gathering,
Analysis, and Retrieval System are publicly available
through the Commission's Website (http://www.sec.gov). At
the date hereof, we are not a reporting company under the
Exchange Act.
<TABLE>
ROANOKE TECHNOLOGY CORPORATION
BALANCE SHEETS
As of July 31, 2000 and October 31, 1999
ASSETS
<S> <C> <C>
July 31, October 31,
2000 1999
----------- -----------
CURRENT ASSETS
Cash $ 36,645 $ 77,904
Accounts receivable 24,276 0
Employee advance 990 0
----------- -----------
Total Current Assets 61,911 77,904

PROPERTY AND EQUIPMENT

Equipment and leasehold
improvements 254,900 164,498
Less: accumulated depreciation 51,625 21,490
----------- -----------

Total Property and Equipment 203,275 143,008

OTHER ASSETS

Organization costs 1,000 1,000
Goodwill 19,614 19,614
Software 313,000 313,000
Less: Accumulated amortization 153,628 70,353
----------- ----------
Net intangibles 179,986 263,261
Deposits 1,500 1,500
Stockholder Loan 22,932 0
------------ ---------
Total Other Assets 204,418 264,761

TOTAL ASSETS $ 469,604 $ 485,673
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

Accounts payable and
accrued expenses $ 90,335 $ 37,415
Current maturity of
long-term debt 7,140 6,760
----------- ------------
Total current liabilities 97,475 44,175

LONG TERM LIABILITIES

Long term debt 15,221 22,548
Less: current portion 7,140 6,760
----------- ------------
Total long term liabilities 8,081 15,788

Deferred Revenue 0 44,025
----------- ------------
TOTAL LIABILITIES 105,556 103,988

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

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value;
50,000,000 shares authorized;
11,330,183 issued
and outstanding 1,133 1,133
Additional paid-in capital 3,372,501 3,372,501
Retained earnings (3,009,586) (2,991,949)
----------- ------------
TOTAL STOCKHOLDERS' EQUITY 364,048 381,685
----------- ------------

TOTAL LIABILITIES AND EQUITY$469,604 $ 485,673
============= =============
</TABLE>

<TABLE>
ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
<S> <C> <C>
Three Months Nine Months
Ended July 31 Ended July 31
2000 1999 2000 1999
------- -------- ------- -------
REVENUE
Sales $421,248 421,322 1,557,133 873,772
Cost of sales 250,611 265,215 800,244 557,436
------- -------- ------- -------
GROSS PROFIT 170,637 156,107 756,889 316,336

GENERAL & ADMINISTRATIVE EXPENSES
Advertising 280 6,385 1,848 10,463
Auto 457 2,574 2,274 2,574
Bank charges 248 68 631 264
Depreciation and amortization 38,757 27,450 113,410 60,213
Dues and subscriptions 1,145 420 1,825 1,777
Legal and accounting 13,015 32,542 60,343 79,603
Maintenance and repairs 372 6,358 1,132 7,794
Marketing 23,898 0 104,179 0
Meals and entertainment 1,937 118 3,120 4,154
Office and occupancy expense 91,328 38,440 287,784 61,112
Rent 11,959 13,650 32,772 27,400
Officers salaries 64,800 70,200 210,200 1,288,417
Telephone 12,926 8,142 54,796 16,300
Travel 2,091 0 9,479 7,363
------- -------- -------- --------
Total 263,213 206,347 883,793 1,567,434
------- -------- -------- --------
INCOME (LOSS) FROM OPERATION (92,576) (50,240) (126,904) (1,251,098)

OTHER INCOME AND (EXPENSE)

Interest - net 176 (661) 1,268 (2,270)
Gain on sale of stock 0 0 108,000 0
------- -------- -------- --------
Total 176 (661) 109,268 (2,270)
------- -------- -------- --------

NET INCOME (LOSS) $ (92,400)$ (50,901) $ (17,636)$(1,253,368)
======== ======== ======== ========

NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share Less than(.01) Less than (.01)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding 11,330,183 8,103,721

</TABLE>

<TABLE>
ROANOKE TECHNOLOGY CORPORATION
STATEMENT OF STOCKHOLDER'S EQUITY
As of July 31, 2000

<S> <C> <C> <C> <C> <C>
ADDITIONAL
COMMON STOCK PAID
SHARES AMOUNT CAPITAL DEFICIT TOTAL
----------------------------------------------------------------
Issuance for services 1,525,000 $ 153 $ 59,323 $ 0 $ 59,476
Acquisition 500,000 50 19,450 19,500
First offering 800,000 80 19,920 20,000
Second offering 1,000,000 100 49,900 50,000
Third offering 880,000 88 87,912 88,000
Stock compensation 3,175,000 318 123,507 123,825
Net loss for the year (305,545) (305,545)
----------------------------------------------------------------
Balance at October 31, 1998 7,880,000 $ 788 $360,012 $ (305,545)$ 55,256

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

Net loss at July 31, 2000 (17,637) (17,637)

Balance at July 31, 2000 11,330,183 $1,133 $3,372,501 $(3,009,586) $ 364,048
===============================================================
</TABLE>
<TABLE>
ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
For the Nine Months ending July 31, 2000 and 1999

<S> <C> <C>
2000 1999
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ (17,636) $(1,253,368)

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

Depreciation and amortization 113,410 60,213
Stock issued for services 0 1,181,250
(Increase) decrease in employee advance (990) 500
(Increase) decrease in accounts receivable (24,276) 0
Increase (decrease) in payables & accrued expenses 52,920 41,777
Increase (decrease) in deposits 0 (1,500)
Increase (decrease) in deferred revenue (44,025)
---------- -----------
Total adjustments to net income 97,039 1,281,740
---------- -----------

Net cash flows from operations 79,403 28,372

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid on officers loan (22,932) (62,324)
Capital expenditures on equipment (90,401) (92,068)
----------- -----------
Net cash flows from investing (113,333) (154,392)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received - stock 0 258,760
Payments on notes (7,329) (1,939)
Cash received - note payable 0 15,721
----------- ----------
Net cash flows from financing (7,329) 272,542
----------- ----------
CASH RECONCILIATION

Net increase (decrease) in cash (41,259) 146,522
Cash at beginning of year 77,904 13,795
---------- ----------
CASH BALANCE AT July 31, 2000 $ 36,645 $160,317
=========== ==========

</TABLE>
ROANOKE TECHNOLOGY CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(See Audit Report)

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

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

Revenue Recognition and Service Warranty Revenues
----------------------------------------
resulting from technology consulting services is
recognized as such services are performed, paid and
complete the service guarantee of 90 days. A deferred
revenue account had been established in the financial
statements 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 a software program
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.

Short-Term Investments Short-term investments
----------------------
ordinarily consist of short-term debt securities acquired
with cash not immediately needed in operations. Such
amounts have maturities of less than one year.

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

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

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

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

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

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 the stock bonus of 750,000
shares of restricted stock given to the President of the
company as compensation. The bonus was accounted for in
the current period 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.

Recently Adopted Accounting Standards In June 1997, the
--------------------------------------
FASB issued SFAS No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130") effective for fiscal years
beginning after December 15, 1997. SFAS No. 130 requires
that all items that are required to be recognized under
accounting standards as components of comprehensive
income be reported in a statement that is displayed with
the same prominence as other financial statements.

SFAS No. 130 does not require a specific format for that
financial statement but requires that an entity display
an amount representing total comprehensive income for the
period in that statement. SFAS No. 130 requires that an
entity classify items of other comprehensive income by
their nature in a financial statement. For example,
other comprehensive income may include foreign currency
and unrealized gains and losses on certain investments in
debt and equity securities. In addition, the accumulated
balance of other comprehensive income must be displayed
separately from retained earnings and additional paid in
capital in the equity section of a statement of financial
position. The Company adopted this accounting standard
at inception as required.

In October 1997 the American Institute of Certified
Public Accountants issued Statement of position 97-2,
"Software Revenue Recognition" (SOP 97-2). SOP 97-2
provides guidance on applying generally accepted
accounting principles in recognizing revenue on software
transactions and is effective for transactions entered
into in fiscal years beginning after December 15, 1997.
The Company adopted SOP 97-2 at inception as required.
Adoption of this SOP 97-2 did not have a material effect
on the financial statements.

In February 1997, the FASB issued SFAS No. 132,
"Employer's Disclosure about Pensions and Other
Postretirement Benefits" ("SFAS No. 132"), effective for
fiscal years beginning after December 15, 1997. SFAS 132
revises employer disclosures about pension and other
postretirment benefit plans. It does not change the
measurement or recognition of those plans. This
statement standardizes the disclosure requirements for
pensions and other postretirement benefits to the extent
practicable, requires additional information on changes
in the benefit obligations and fair values of plan assets
that will facilitate financial analysis and eliminates
certain disclosures. Adoption of SFAS 132, when needed
is not expected to have a material impact on the
financial statements.

In June 1998, the FASB issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities",
effective for fiscal years beginning after June 15, 1999.
SFAS 133 requires companies to record derivatives on the
balance sheet as assets and liabilities, measured at fair
value. Gains or losses resulting from changes in the
values of those derivatives would be accounted for
depending on the use of the derivative and whether it
qualifies for hedge accounting. The Company's management
believes that adoption of SFAS 133, when needed, will not
have a material impact on the financial statements.

2. Related Party Transactions and 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 products
and/or services which would enable The Company to meet
its
obligations and provide additional funds for continued
new product and/or service development. In addition,
management is currently negotiating several additional
contracts for its services. Management is also embarking
on other strategic initiatives to expand its business
opportunities. However, there can be no assurance these
activities will be successful.

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

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

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

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

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

The Company uses the accrual basis of accounting for
financial statement reporting. Revenues are recognized
when products are shipped 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.

Long term debt consists of:

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

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

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

<TABLE>
<S> <C> <C> <C>
For the quarter ending July 31, 2000 For the year ending October 31, 1999
YEAR AMOUNT YEAR AMOUNT
2000 7,140 2000 6,760
2001 7,727 2001 7,803
2002 354 2002 5,710
2003 0 2003 2,275
2004 0 2004 0
</TABLE>

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

The Company rents office space with monthly payments of
$2,500. The lease term for this space is ninety months
beginning on May 1, 1999 and ending on November 1, 2006.

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

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

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

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

The Company has been authorized 10,000,000 shares of
preferred stock at $.0001 par value. As of January 31,
1999, none of these shares had been issued and the
limitations, rights, and preferences were yet to be
determined by the Board of Directors.

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

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

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

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

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

Stock Incentive Plans

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

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

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

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

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

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

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

Simultaneous with the acquisition, The Company purchased
all of the remaining authorized shares of Top-10
Promotions, Inc. for $50,000 payable at closing and
$17,500 per month payable over an eleven month period as
other consideration. The Company borrowed funds for this
transaction and later, upon agreement with the lender,
converted a portion of the amount due as capital
contributed to The Company. 
Also, the former owner of Top-10 Promotions, Inc. was
given the right to borrow up to 25% of retained earnings
of Roanoke Technologies Corporation in fiscal year 1998
or the first two quarters of fiscal 1999. Such
borrowings
shall be secured by his restricted stock received in the
acquisition at a 75% discount value to market. Repayment
shall be for a two- year period at a 5% annual interest
rate. The Company also entered into an employment
contract with the former owner of Top-10 Promotions.

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

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

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

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

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

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

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

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

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

The Company paid interest in the net amount of $506
during the nine months ended July 31, 2000 and $2,954
during the twelve months ending October 31, 1999. The
Company has no income tax payments due and did not pay
any income tax amounts during the period.

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

The Company acquired assets from "Offshore" by the
issuance of stock for a value of $630,000. An impairment
loss of $257,075 was recorded in October of 1999 to
reflect an impairment of the intangible assets resulting
from the acquired "Offshore" assets on March 30, 1999.
The impairment resulted from the Company's revised
forecast of the cash flows expected from intangible
assets. Amortization expenses will drop by $8,583 per
month. This impairment loss was a non-cash loss.

ROANOKE TECHNOLOGY CORPORATION

FINANCIAL STATEMENTS
ROANOKE TECHNOLOGY CORPORATION
Financial Statements Table of Contents
For the twelve months ending October 31, 1999, and
From December 11, 1997 (inception) through October 31, 1998

<TABLE>
<S> <C>
FINANCIAL STATEMENTS Page #

Independent Auditor's Report 1

Balance Sheets 2 - 3

Statements of Operations 4

Statements of Stockholder's Equity 5

Cash Flow Statement 6

Notes to the Financial Statements 7-12
</TABLE>

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

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

We have audited the accompanying balance sheet of
Roanoke Technology Corporation, as of October 31, 1998,
and the related statements of income, retained earnings
and cash flows from December 11, 1997 (inception)
through October 31, 1999 and 1998. 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
October 31, 1999 and 1998, and the results of its operations
and
its cash flows from December 11, 1997 (inception)
through October 31, 1999 and 1998 in conformity with generally
accepted accounting principles.

Varma and Associate
Certified Public Accountants
Longwood, FL
March 3, 1999

ROANOKE TECHNOLOGY CORPORATION
BALANCE SHEETS
As of October 31,1999 and 1998

ASSETS
<TABLE>
<S> <C> <C>
1999 1998
----------- -----------
CURRENT ASSETS
Cash $ 77,904 $ 13,795
Stock subscription receivable 0 53,000
Employee advances 0 1,000
----------- -----------
Total Current Assets 77,904 67,795

PROPERTY AND EQUIPMENT

Equipment and leasehold improvements 164,498 44,670
Less: accumulated depreciation 21,490 7,022
----------- ---------
Total Property and Equipment 143,008 37,648

OTHER ASSETS

Organization costs 1,000 1,000
Goodwill 19,614 19,614
Software 313,000 0
Less: Accumulated amortization 70,353 2,792
------------ ---------
Net intangibles 263,261 17,822
Deposits 1,500 1,500
------------ ---------
Total Other Assets 264,761 19,322

TOTAL ASSETS $ 485,673 $ 124,765
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses $ 37,415 $ 3,065
Current maturity of long-term debt 6,760 26,170
Credit cards payable 0 5,450
----------- ------------
Total current liabilities 44,175 34,685

LONG TERM LIABILITIES

Long term debt 22,548 32,815
Less: current portion 6,760 26,170
----------- ------------
Total long term liabilities 15,788 6,645

Deferred Revenue 44,025 28,180
----------- ------------
TOTAL LIABILITIES 103,988 69,510

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

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value;
50,000,000 shares authorized;
11,330,183 and 7,880,000 issued
and outstanding, respectively 1,133 788
Additional paid-in capital 3,372,501 360,012
Retained earnings (2,991,949) (305,545)
----------- ------------

TOTAL STOCKHOLDERS' EQUITY 381,685 55,255
----------- ------------

TOTAL LIABILITIES AND EQUITY $ 485,673 $ 124,765
----------- ------------
----------- ------------
PLEASE READ AUDITOR'S REPORT
</TABLE>

ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
For the Twelve Months Ending October 31, 1999
And From December 11, 1997 (inception)
Through October 31, 1998

<TABLE>
<S> <C> <C>
1999 1998
------------ ---------
REVENUE
Sales $ 1,144,122 $ 54,032
Cost of sales 674,824 28,485
------------ ---------
GROSS PROFIT 469,298 25,547

GENERAL AND ADMINISTRATIVE EXPENSES
Advertising 37,717 1,322
Bank charges 318 971
Consulting 25,000 0
Depreciation and amortization 142,112 9,814
Dues and subscriptions 2,388 1,275
Legal and accounting 124,039 25,889
Loss on impairment of assets 257,075 0
Maintenance and repairs 11,211 0
Meals and entertainment 5,074 1,278
Office expense 161,891 9,681
Rent 44,400 9,350
Officers salaries and compensation 2,274,941 258,214
Telephone 44,286 8,330
Travel 11,163 161
Utilities 11,133 4,110
-------- ----------
Total general and administrative expenses 3,152,748 330,395
-------- ----------
INCOME (LOSS) FROM OPERATION (2,683,450) (304,848)

OTHER INCOME AND (EXPENSE)

Interest expense (2,954) (697)
-------- ----------
Total other income and expense (2,954) (697)
-------- ----------

NET LOSS $(2,686,404) $ (305,545)
=============== ==============

NET LOSS PER SHARE
Basic and Diluted
Net loss per share (.26) (.16)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding 10,330,206 1,901,667

PLEASE READ AUDITOR'S REPORT
</TABLE>

ROANOKE TECHNOLOGY CORPORATION
STATEMENT OF STOCKHOLDER'S EQUITY
As of October 31, 1999 and 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
ADDITIONAL
COMMON STOCK PAID
SHARES AMOUNT CAPITAL DEFICIT TOTAL
----------------------------------------------------------------
Issuance for services 1,525,000 $ 153 $ 59,323 $ 0 $ 59,476
Acquisition 500,000 50 19,450 19,500
First offering 800,000 80 19,920 20,000
Second offering 1,000,000 100 49,900 50,000
Third offering 880,000 88 87,912 88,000
Stock compensation 3,175,000 318 123,507 123,825
Net loss for the year (305,545) (305,545)
----------------------------------------------------------------
Balance at October 31, 1998 7,880,000 $ 788 $360,012 $ (305,545)$ 55,256

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

PLEASE READ AUDITOR'S REPORT
</TABLE>

ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
For the Twelve Months ending October 31, 1999
and From December 11, 1997 (inception)
Through October 31, 1998
<TABLE>
<S> <C> <C>
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $(2,686,404) $(305,545)

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

Loss on impaired asset 275,075 0
Depreciation and amortization 142,112 9,814
Stock issued for services 2,028,063 183,301
(Increase) decrease in employee advance 1,000 (1,000)
Increase (decrease) in accrued expenses 34,350 3,065
Increase (decrease) in credit card payables (5,450) 5,450
---------- -----------
Total adjustments to net income 2,457,150 200,630
---------- -----------

Net cash flows from operations (229,254) (104,915)

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures on equipment and deposits (104,140) (38,159)
----------- -----------
Net cash flows from investing (104,140) (38,159)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock 407,770 70,000
Proceeds from demand notes 0 105,500
Payments on notes (10,267) (18,631)
----------- ----------
Net cash flows from financing 397,503 156,869
----------- ----------
CASH RECONCILIATION

Net increase (decrease) in cash 64,109 13,795
Cash at beginning of year 13,795 -
---------- ----------
CASH BALANCE AT END OF YEAR $ 77,904 $ 13,795
---------- ----------
---------- ----------

PLEASE READ AUDITOR'S REPORT

</TABLE>

ROANOKE TECHNOLOGY CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(See Audit Report)

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

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

Revenue Recognition and Service Warrantee
-----------------------------------------
Revenues resulting from technology consulting services is
recognized as such services are performed, paid and complete
the service guarantee of 90 days. A deferred revenue account
has been established in the financial statements to account
for revenue and costs of revenue to be recognized in the
income statement at the end of the service agreement period.
Services are paid for in advance of the service being
performed. The services performed are completed by a software
program 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
provisions for estimated future costs relating to
service warranties have been made as these costs have been
historically immaterial. The Company's management feels that
the deferral of revenue and related costs of revenue for the
guarantee period of 90 days to be sufficient.

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.

Short-Term Investments Short-term investments
----------------------
ordinarily consist of short-term debt securities acquired with
cash not immediately needed in operations. Such amounts have
maturities of less than one year.

Basis of Accounting- The Company's financial
-------------------
statements are prepared in accordance with generally accepted
accounting principles. All costs associated with software
development are expensed as Research and Development costs.

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:

<TABLE>
<S> <C>
Machinery and equipment 2 to 10 years
Furniture and fixtures 5 to 10 years
</TABLE>

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 cost 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. Goodwill is being amortized by the
straight-line method.

Software development costs incurred in the development of
products after technological feasibility is attained are
capitalized and amortized using the straight-line method over
the estimated economic lives of the related products, not to
exceed 3 years. The Company considers technological
feasibility to be established when the Company has completed
all planning, designing, coding and testing activities as are
necessary to establish design specifications including
function, features and technological performance requirements.
Capitalization of product design costs ceases and
amortization of such costs begins when a product or technology
is available for general release to customers for use by The
Company.

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 products, 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 Credit 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.

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 the stock bonus of 750,000 shares of restricted
stock given to the President of the company as compensation.
The bonus was accounted for in the current period 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.

Recently Adopted Accounting Standards In June
-------------------------------------
1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income"("SFAS No. 130") effective for fiscal years beginning
after December15, 1997. SFAS No. 130 requires that all items
that are required to be recognized under accounting standards
as components of comprehensive income be reported in a
statement that is displayed with the same prominence as other
financial statements.

SFAS No. 130 does not require a specific format for that
financial statement but requires that an entity display an
amount representing total comprehensive income for the period
in that statement. SFAS No. 130 requires that an entity
classify items of other comprehensive income by their nature
in a financial statement. For example, other comprehensive
income may include foreign currency and unrealized gains and
losses on certain investments in debt and equity securities.
In addition, the accumulated balance of other comprehensive
income must be displayed separately from retained earnings and
additional paid in capital in the equity section of a
statement of financial position. The Company adopted this
accounting standard at inception as required.

In October 1997 the American Institute of Certified Public
Accountants issued Statement of position 97-2, "Software
Revenue Recognition" (SOP 97-2). SOP 97-2 provides guidance
on applying generally accepted accounting principles in
recognizing revenue on software transactions and is effective
for transactions entered into in fiscal years beginning after
December 15, 1997. The Company adopted SOP 97-2 at inception
as required. Adoption of this SOP 97-2 did not have a
material effect on the financial statements.

In February 1997, the FASB issued SFAS No. 132, "Employer's
Disclosure about Pensions and Other Post retirement Benefits"
("SFAS No. 132"), effective for fiscal years beginning after
December 15,1997. SFAS 132 revises employer disclosures about
pension and other post retirement benefit plans. It does not
change the measurement or recognition of those plans. This
statement standardizes the disclosure requirements for
pensions and other post retirement benefits to the extent
practicable, requires additional information on changes in the
benefit obligations and fair values of plan assets that will
facilitate financial analysis and eliminates certain
disclosures. Adoption of SFAS 132, when needed is not
expected to have a material impact on the financial
statements.

In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", effective for
fiscal years beginning after June 15, 1999. SFAS 133 requires
companies to record derivatives on the balance sheet as assets
and liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. The Company's
management believes that adoption of SFAS133, when needed,
will not have a material impact on the financial statements.

2. Related Party Transactions and 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 new services development. In addition, management is
currently negotiating several additional contracts for its
services and products. Management is also embarking on other
strategic initiatives to expand its business opportunities.
However, there can be no assurance these activities will be
successful.

The acquisition of TOP-10 Promotions, Inc., as noted in
footnote number 10, was funded by Regulation - D, Rule 504
offerings, as described in footnote number 9.

During the months of August through October of 1998, the
Company borrowed additional funds from Tamana Limited, a
British Virgin Islands Corporation, specifically $35,000 in
order to fund the purchase of TOP-10 Promotions, Inc. On
October 15, 1998 Arthur Harrison & Associates of Nassau,
Bahamas had acquired these notes and contributed these notes
in lieu of payment as a participant in a Regulation D, Rule
504 offering (see footnote number 9) for the issuance of
stock. Pursuant to this filing, investors were grant
adoptions on future purchases of stock.

The Company made a second acquisition, as described in
footnote number 10, of assets from Offshore Software
Development Ltd.("Offshore"). The attorney that represents
the Company also represented Offshore and is a shareholder in
the Company. Both the Company and Offshore signed waivers of
such conflict of interest so that the attorney could represent
both parties in the transaction. Additionally, such attorney
held 25,000 shares of Offshore prior to the acquisition and
received 22,500 additional shares of the Company based on the
conversion formula 9/10ths of shares in such acquisition.

During the year ended October 31, 1999, the Company
compensated the president of the Company, a shareholder, with
stock grants in the amount of $1,991,250 as a bonus per the
president's compensation agreement with the Company. In
addition, certain officers of the Company were issued stock
for services in the amount of $11,813.

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

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

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

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

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

The Company uses the accrual basis of accounting for financial
statement reporting. Revenues are recognized when services
are performed and those services have satisfied the service
guarantee. Expenses related to services are recognized when
service revenue has been recognized.

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.

Long term debt consists of:

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

Capital Lease with a finance company which bears an interest
rate of13.61%. The lease is collateralized by equipment and
requires that monthly payments of $534 be made through the
maturity date of April,2002.

Aggregate maturities of long term debt over the next five
years are as follows:
<TABLE>
<S> <C> <C> <C>
For the year ending October 31, 1999 For the year ending October 31, 1998
YEAR AMOUNT YEAR AMOUNT
---- ------ ---- ------
1999 0 1999 26,170
2000 6,760 2000 1,379
2001 7,803 2001 1,625
2002 5,710 2002 1,915
2003 2,275 2003 1,726
</TABLE>

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

The Company rents office space with monthly payments of
$2,500. The lease term for this space is ninety months
beginning on May 1, 1999and ending on November 1, 2006.

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

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

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

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

The Company has been authorized 10,000,000 shares of preferred
stock at $.0001 par value. As of January 31, 1999, none of
these shares had been issued and the limitations, rights, and
preferences were yet to be determined by the Board of
Directors.

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

During the period ending October 1998, the Board of Directors
issued1,525,000 shares of restricted common stock to The
Company's officer's, and legal counsel in exchange for
services, and issued500,000 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
sold2,000,000 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 $2.00per 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, 1998and October 10, 1998. Further more, Arthur
Harrison & Associates agreed to waive its rights to any
interest on promissory notes.

Stock Incentive Plans

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

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

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

On March 30, 1999 The Company acquired certain assets of
Offshore Software Development Ltd. ("Offshore") in an exchange
of assets for999,111 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
of1999 to reflect an impairment of the intangible assets
resulting from the acquired "Offshore" assets on March 30,
1999. The impairment resulted from the Company's revised
forecast of the cash flows expected from intangible assets.
Amortization expenses will drop by $8,583 per month.

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 cancelled. The 100shares of Top-10 Promotions,
Inc. were acquired in exchange for500,000 "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 from Top-10 Promotions,
Inc. for $50,000payable 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.

10. Acquisitions - continued:

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

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

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

At 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
and management values the compensation at $150,000 in
agreement with the same fair value computation as attributed
to the purchase of assets from the acquisition of Offshore
Software Development Ltd. noted in footnote ten.

The Company has entered into an employment agreement with The
Company's Director of Operations on March 1, 1999. The
agreement calls for a contract period of four years upon which
The Director will be paid an annual salary of $60,000 with
standard company commissions and bonuses. The salary will
adjust to $80,000 at June4th 1999. In addition the director's
salary shall increase to$100,000 at the time The Company's
gross revenues exceed $1,000,000during any twelve month period
and $120,000 once The Company's gross revenues exceed
$2,000,000 during any twelve month period. Upon the
director's salary increasing to $80,000 or above, the director
shall no longer be entitled to commissions and bonuses.

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

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

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

The Company accrues payroll and income taxes. The Company,
currently a C-Corporation, accounts for income taxes in
accordance with Statements on Financial Accounting Standards
109. As of October 31, 1999, The Company had a deferred tax
asset in the amount of $440,000 that is derived from a net
operating tax loss carryforward associated with stock
compensation. The deferred tax assets will expire during the
years ending October 31, 2018 and 2019in the amounts of
$40,000 and $400,000 respectively. It is uncertain as to when
this compensation will be deductible as it can only be
deducted for tax purposes when the officers sell the
respective shares.

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

The Company paid interest during the periods ending October
31, 1999and 1998 in the amounts of $2,954 and $697,
respectively. The Company has operated at a loss and
therefore has no income taxes paid and none are due.

The Company had non-cash transactions during the years ended
October31, 1999 and 1998. The Company exchanged stock for the
purchase of TOP-10 Promotions, Inc. on May 29, 1998 as
identified in footnote number 10. The Company also accepted
stock subscriptions in the form of a receivable in the amount
of $53,000 as of October 31,1998. During 1999, the Company
compensated its president in the form of stock granted in the
amount of $1,991,250, two employees were granted stock in the
amount of $25,000. In lieu of paying two note payables that
was used as funds to purchase TOP-10 Promotions, Inc. in the
amount of $17,500 each, the Company agreed to accept the notes
as payment for stock in a Regulation D, Rule 504 offering.

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

14. Contingent Liabilities:
-----------------------

The Company has invested significant resources in the latest
information technologies regarding the effect of Year 2000
issues. The Company's management feels it has minimized the
effects of these issues; however, there can be no assurance
that the systems of other companies on which The Company
relies will be timely corrected, or that any failure by
another company to correct such systems would not have a
material adverse effect on The Company. Contingency plans are
currently being developed to be implemented in the event any
information technology system, non-information technology
system, third party or supplier is not Year 2000 compliant in
a timely manner.


NO UNDERWRITER, DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER DELIVERY OF THIS
PROSPECTUS NOR ANY SALE OF SECURITIES HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

Prospectus Summary.............................
The Offering...................................
Summary Financial Information..................
Risk Factors...................................
Use of Proceeds................................
Dividend Policy................................
Dilution.......................................
Capitalization.................................
Management's Discussion and Analysis of
Financial Condition and Results of
Operations...................................
Business.......................................
Management.....................................
Principal Shareholders.........................
Description of Securities......................
Shares Eligible for Future Sale................
Selling Security Holders.......................
Legal Matters..................................
Experts........................................
Additional Information.........................
Financial Statements........................... F-1

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

UNTIL , 2000 (25 DAYS AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN OUR COMMON
SHARES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY
BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

2,000,000 SHARES OF COMMON STOCK
OFFERING PRICE: $0.75 PER SHARE

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

PROSPECTUS

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

OCTOBER 13, 2000

---------------------------------------------------
PART II

ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Under Florida law, a director is not personally liable for
monetary damages to the corporation or any other person for
any statement, vote, decision, or failure to act unless (i)
the director breached or failed to perform his duties as a
director, and (ii) a director's breach of, or failure to
perform, those duties constitutes (1) a violation of the
criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (2) a transaction from which
the director derived an improper personal benefit, either
directly or indirectly; (3) a circumstance under which an
unlawful distribution is made; (4) in a proceeding by or in
the right of the corporation or in a proceeding in which the
corporation procures a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best
interest of the corporation or willful misconduct; or (5) in a
proceeding by or in the right of someone other than the
corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious
purpose or in a manner exhibiting wanton and willful disregard
of human rights, safety, or property. A corporation may
purchase and maintain insurance on behalf of any director or
officer against any liability asserted against him and
incurred by him in his capacity or arising out of his status
as such, whether or not the corporation would have the power
to indemnify under Florida law.

Our Bylaws limit, to the maximum extent permitted by Florida
law, the personal liability of our directors and officers for
monetary damages for breach of their fiduciary duties as
directors and officers. Our Bylaws provide further we shall
indemnify to the fullest extent permitted by Florida law any
person made a party to any action or proceeding by reason of
the fact that such person was our director, officer, employee
or agent. Our Bylaws also provide that our directors and
officers who are entitled to indemnification shall be paid
their expenses incurred in connection with any action, suit or
proceeding in which such director or officer is made a party
by virtue of his being our officer or director to the maximum
extent permitted by Florida law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to
be borne by us (also referred to herein as the Registrant) in
connection with the issuance and distribution of our Common
Shares pursuant to the Offering.
<TABLE>
<S> <C>
SEC registration fee $ 1,000.00
Legal fees and expenses $ 50,000.00
Accounting fees $ 25,000.00
Blue Sky fees and expenses $ 20,000.00
Printing and engraving expenses $ 25,000.00
Miscellaneous $ 10,000.00
------------
Total fees and expenses $131,000.00
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

The following paragraphs set forth certain information
with respect to all securities sold by us within the past
three years without registration under the Securities Act of
1933, as amended (the "Securities Act"). The information
includes the names of the purchasers, the date of issuance,
the title and number of securities sold and the consideration
received by us for the issuance of these shares.

On December 11, 1997, we issued 1,500,000 shares to James Lee
as our founder. The value of such issuance was determined to
be 3.9 cents per share for a total value of $58,500 for Mr.
Lee's shares. No underwriter was involved in this
transaction. We believe the shares issued in this transaction
did not involve a public offering and were made in reliance
upon an exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended.

During the period between February and April, 1998, we
completed 2 Regulation D, Rule 504 Offerings in which we
issued a total of 1,800,000 shares of our common stock for an
aggregate offering price of $70,000. The first offering was
for 800,000 shares at $0.025 per share. The second offering
was for 1,000,000 shares at $0.05 per share.

A list of the investors in the first and second offering is
listed below:
<TABLE>
<S> <C> <C> <C>
FIRST OFFERING
--------------
Common
Investors Date of Issuance Stock Sold Consideration
----------------------------------------------------------------------------
Kate E. Boyle 2/23/1998 20,000 $ 500
Drew Seldin 2/23/1998 12,000 $ 300
Amanda Eisenberg 2/23/1998 28,000 $ 700
Scott J. Caruso 2/23/1998 40,000 $1,000
Todd M. Novitz 2/23/1998 24,000 $ 600
Marc Paul Cervoni 2/23/1998 36,000 $ 900
Haim Perlstein 2/8/1998 60,000 $1,500
Eran Rothschild 2/11/1998 44,000 $1,100
Joseph Cain 2/14/1998 20,000 $ 500
Peter Levant 2/14/1998 60,000 $1,500
Sandi Rollo 2/14/1998 20,000 $ 500
Barry Codell 2/14/1998 40,000 $1,000
Daniel E. McMullin 2/14/1998 40,000 $1,000
Alex Berger 2/14/1998 40,000 $1,000
Kristin Foster 2/14/1998 20,000 $ 500
Eagle Research Group. Inc 3/25/1998 96,000 $2,400
Nicole A. Levine 3/27/1998 36,000 $ 900
Steven H. Katz 4/1/1998 100,000 $2,500
David Ziegelman 4/7/1998 64,000 $1,600
----------------------------------------------------
800,000 $20,000

SECOND OFFERING
----------------
Investors Date of Issuance Common Consideration
Stock Sold
------------------------------------------------------------------------------
Fanny Kim 5/19/1998 47,000 $2,350
Eagle Research Group, Inc 5/19/1998 80,000 $4,000
Debbie Boxerman 5/19/1998 38,000 $1,900
Howard Eisenberg 5/19/1998 61,000 $3,050
Church & Crawford Ltd, Inc 5/18/1998 160,000 $8,000
Jeannie Joshi 5/15/1998 80,000 $4,000
Atsmaout Perlstein 5/18/1998 80,000 $4,000
Kathryn Wall 5/22/1998 36,000 $1,800
Eran Rothschild 5/18/1998 80,000 $4,000
Alan Bachman 5/21/1998 100,000 $5,000
Ivan Kahana 5/24/1998 70,000 $3,500
Angelo Pesce 5/27/1998 70,000 $3,500
Michelle Fountain 5/20/1998 98,000 $4,900
----------------------------------------------------
1,000,000 $50,000
</TABLE>

Commencing October, 1998, we undertook another Regulation D,
Rule 504 Offering in which we issued a total of 2,000,000
shares of our common stock at $.10 per share for an aggregate
offering price of $200,000. This offering included options to
the subscribers of the 2,000,000 shares to purchase an
additional 250,000 shares of our common stock for $1.00 per
share by October 15, 1999 and an additional 225,000 shares of
our common stock for $2.00 per share by April 15, 2000. To
date, 226,376 options at $1.00 per share have been exercised;
and 3,197 options at $2.00 per share have been exercised.
Therefore, to date we have raised $232,770 based on the
exercise of the options.

A list of the investors in the above offering is listed below:
<TABLE>
THIRD OFFERING
---------------
<S> <C> <C> <C>
Investors Date of Issuance Common Consideration
Stock Sold
------------------------------------------------------------------------------
Arthur Harrison & Assoc. 10/15/1998 350,000 $35,000
Arthur Harrison & Assoc. 6/16/1999 43,750 $43,750
Mango Financial & Con. Ltd 10/15/1998 290,000 $29,000
Mango Financial Ltd 6/16/1999 36,250 $36,250
Cazo Ltd 10/15/1998 240,000 $24,000
Cazo Ltd 6/16/1999 20,000 $20,000
Cazo Ltd 5/7/1999 10,000 $20,000
Sandusky Holdings Corp. 2/19/1999 375,000 $37,500
Sandusky Holdings Corp. 3/25/1999 46,875 $46,875
Sandusky Holdings Corp. 3/25/1999 3,197 $ 6,395
Honeywell Management Corp. 2/19/1999 175,000 $17,500
Offshore Projects Limited 2/19/1999 250,000 $25,000
Offshore Projects Ltd. 5/7/1999 10,000 $10,000
Offshore Projects Ltd. 6/2/1999 19,500 $19,500
Vamp Ltd. 2/19/1999 320,000 $32,000
Vamp Ltd. 2/19/1999 15,000 $15,000
Vamp Ltd. 6/16/1999 25,000 $25,000
</TABLE>

We believe that our common stock issued in the above
Regulation D, Rule 504 Offerings were issued in transactions
not involving a public offering in reliance upon an exemption
from registration provided by Section 4(2) of the Securities
Act of 1933, as amended and Rule 504 of Regulation D.

In December 1997, we issued 25,000 shares of our common stock
to Richard I. Anslow, our attorney, in exchange for legal
services rendered. The value of such legal services was
determined to be 3.9 cents per share for a total value of
$975, since additional compensation in the form of cash was
paid to Mr. Anslow for services rendered. No underwriter was
involved in this transaction. We believe the shares issued in
this transaction did not involve a public offering and were
made in reliance upon an exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended.

On May 28, 1998, we undertook a Stock Purchase Agreement and
Share Exchange ("Stock Agreement") with Top 10 Promotions,
Inc. ("Top 10"), a Virginia Corporation. The sole shareholder
of Top 10 was David L. Smith, Jr., our Chief Executive Officer
and Director. In exchange for David tendering his Top 10
shares to us, he received 500,000 of our "restricted" shares.
Top 10 merged into us. In addition, based on the Stock
Agreement, we established an office, and qualified to do
business, in North Carolina. David Smith operates such office
and filed to do business as "Top 10 Promotions" in the North
Carolina County in which we now operate. Such operations
received $50,000 at closing and $17,500 per month for an 11
month period commencing 30 days after closing (an aggregate of
$242,500)." The value of this transaction was set at $242,500
for all the outstanding shares of Top 10. The funding for
these amounts was provided by a loan from Tamana Ltd., an
unaffiliated corporation. On May 11, 1999, David L. Smith,
Jr. purchased 2,650,000 of our "restricted" shares from James
Lee for par value.

On October 1, 1998, we issued 2,000,000 shares to David L.
Smith, Jr. and 1,175,000 shares to James Lee, both for
compensation for services rendered for the Company. The value
of such issuances was determined to be 3.9 cents per share
for a total value of $78,000 for Mr. Smith's shares and
$45,825 for Mr. Lee's shares. No underwriter was involved in
this transaction. We believe the shares issued in this
transaction did not involve a public offering and were made
in reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.

On September 2, 1999, we issued 100,000 shares to David L.
Smith, Jr. for satisfying certain terms of his employment
agreement for services rendered to the Company. The value of
such issuance was determined to be $8.10 cents per share for
a total value of $810,000. No underwriter was involved in this
transaction. We believe the shares issued in this transaction
did not involve a public offering and were made in reliance
upon an exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended.

On October 13, 1999, we issued 500 and 1,000 shares
respectively, to Russell Jones and Anthony Rennert, employees
of the Company, as compensation for services rendered for the
Company. The value of such issuance was determined to be
$7.88 per share for a total value of $3,940 and $7,873,
respectively. No underwriter was involved in this transaction.
We believe the shares issued in this transaction did not
involve a public offering and were made in reliance upon an
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.

On November 1, 1998, we issued 750,000 shares to David L.
Smith, Jr. as compensation for services rendered for the
Company. The value of such issuance was determined to be
$1.58 cents per share for a total value of $1,181,250. No
underwriter was involved in this transaction. We believe the
shares issued in this transaction did not involve a public
offering and were made in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.

On March 30, 1999, we completed an Asset Purchase Agreement
and Share Exchange ("Asset Agreement") with Offshore Software
Development Ltd. ("Offshore"), a Cayman Islands Corporation.
Pursuant to the Asset Agreement, we purchased all of the
assets of Offshore, specifically four personal computers and
two subject software products with computer codes, in exchange
for the issuance of 9/10ths of one of our common shares for
each share of Offshore held by an Offshore shareholder at the
time of the Closing. This resulted in the issuance of 999,111
of our shares to the following: Richard McCabe, an officer and
director of Offshore - 25,000 of our shares; Richard I.
Anslow, our legal counsel - 22,500 of our shares; and 951,611
of our shares to numerous Offshore shareholders. The
Company's management valued transaction at $630,000. The
software allows for a faster retrieval of data base sales lead
generation information obtained from the Internet.

We believe the shares issued in the Stock Agreement and Asset
Agreement did not involve a public offering and were made in
reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.

In May, 1999 we issued Eagle Research Group, Inc. 250,000 of
our shares for consulting services rendered by Eagle Research
for us. The value of such consulting services is set at
$25,000 based on the fair value at services provided. The
shares are restricted in accordance with Rule 144 of the 1933
Securities Act, as amended. For this share issuance, we
relied upon an exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended.

On August 22, 2000, we issued 1,500,000 shares to David L.
Smith, Jr. per agreement with us pursuant to David signing an
amendment to his employment agreement with us and as
compensation for services rendered for the Company. The value
of such issuance was determined to be $0.25 per share with a
10% discount for a total value of $337,500. No underwriter
was involved in this transaction. We believe the shares
issued in this transaction did not involve a public offering
and were made in reliance upon an exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as
amended.

In October 2000, we issued 25,000 shares of our common stock
to Richard I. Anslow, our attorney, in exchange for legal
services rendered, specifically, preparation of this Form SB-2
Registration Statement for us. The value of such legal
services was determined to be $0.75 per share (based on the
offering price of this Registration Statement) for a total
value of $18,750 since additional compensation in the form of
cash was paid to Mr. Anslow for services rendered. No
underwriter was involved in this transaction. We believe the
shares issued in this transaction did not involve a public
offering and were made in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.

ITEM 28. UNDERTAKINGS

1. The Registrant will, during any period in which it
offers or sells securities, a post-effective amendment to this
registration statement to:

(i) Include any prospectus required by Section 10(a) (3)
of the Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

(iii) Include any additional or changed material
information on the plan of distribution.

2. The Registrant will, for determining liability under
the Securities Act, treat each post-effective amendment as a
new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide offering.

3. The Registrant will file a post-effective amendment
to remove from registration any of the securities that remain
unsold at the end of the offering.

4. The Registrant will provide to each purchaser at the
closing certificates in such denominations and registered in
such names to permit prompt delivery to each purchaser.

5. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted
to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

6. For purposes of determining any liability under the
Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the
Registrant under Rule 424(b)(1) or (4) or 497(h) under the Act
shall be deemed to be part of this registration statement as
of the time the Commission declared it effective.

SIGNATURES

Pursuant to the requirements of the Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements of filing on Form SB-2
and has duly caused this Form SB-2 Registration Statement to
be signed on its behalf by the undersigned, there unto duly
authorized, in the City of Roanoke Rapids, State of North
Carolina on the 18th day of October, 2000.

ROANOKE TECHNOLOGY CORP.

By: /s/ David L. Smith, Jr.
----------------------------
DAVID L. SMITH, JR.
CHIEF EXECUTIVE
OFFICER,
PRESIDENT AND
DIRECTOR

POWER OF ATTORNEY

Pursuant to the requirements of the Act, this
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

We, the undersigned officers and directors of Roanoke
Technology Corp. hereby severally constitute and appoint David
L. Smith, Jr., our true and lawful attorney-in-fact and agent
with full power of substitution for us in our stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and
all documents relating thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent in full power and authority to
do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes, any lawfully do or
cause to be done by virtue hereof.

<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
-------------------------------------------------------------------------------------
Chairman of the Board of
Directors, Chief Executive
Officer and President
/s/ David L. Smith October 18, 2000
----------------------------
David L. Smith, Jr.

/s/ Glenn Canady Vice President and Director
----------------------------
Glenn Canady October 18, 2000

/s/ Edwin E. Foster Secretary and Director
-----------------------------
Edwin E. Foster, Jr. October 18, 2000
</TABLE>

<TABLE>
<S> <C>
EXHIBIT INDEX

3.1 Articles of Incorporation of Roanoke Technology Corp.
(formerly known as Suffield Technologies Corp.)
and Articles of Amendment

3.2 By-laws of Roanoke Technology Corp.

5.1 Opinion of Richard I. Anslow & Associates

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

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

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

10.4 Amended Employment Agreement - David L. Smith, Jr.

10.5 Employment Agreement - Glenn Canady

23.1 Independent Auditors Consent

23.2 Consent of Richard I. Anslow & Associates
(contained in Exhibit 5)

27.1 Financial Data Schedule for Roanoke Technology Corp.

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