ROANOKE TECHNOLOGY CORP
10SB12G/A, 2000-03-03
BUSINESS SERVICES, NEC
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    As filed with the Securities and Exchange Commission on
                       July 25, 1999
<P>
                  Registration No. 0-26715
<P>
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
<P>
               AMENDMENT NO.  4 TO FORM 10
<P>
        GENERAL FORM FOR REGISTRATION OF SECURITIES
          Pursuant to Section 12(b) or (g) of the
             Securities Exchange Act of 1934
<P>
                  ROANOKE TECHNOLOGY CORP.
    (Exact name of registrant as specified in its charter)
<P>
FLORIDA                             22-3558993
(State or other jurisdiction of     (I.R.S. Employer
incorporation or organization)       Identification No.)
<P>
   1433 GEORGIA AVENUE, ROANOKE RAPIDS, NORTH CAROLINA 27870
           (Address of principal executive offices)
<P>
Registrant's telephone number, including area code (252) 537-9222
<P>
Securities to be registered pursuant to Section 12(b) of the Act:
                            None
<P>
Title of each class     Name of each exchange on which
to be so registered     each class is to be registered
        N/A                       N/A
<P>
Securities to be registered pursuant to Section 12(g) of the Act:
<P>
          Common Stock, par value $0.0001 per share
<P>
                       (Title of class)
<P>
ITEM 1.  BUSINESS.
<P>
INTRODUCTION
<P>
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 indexes.  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.
<P>
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.
<P>
We have a history of significant losses.  We had a loss of
$152,410 from December 11, 1997 (inception) through October 31,
1998 and $552,725 for the year ended October 31, 1999 making an
accumulated deficit of $705,135.
<P>
FORMATION
<P>
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.
<P>
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.
<P>
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.  James Lee, an officer of the Company at
such time, assumed the liability and contributed this amount as
capital.
<P>
SERVICES
<P>
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 guarantee.  It has accounted for
1.6% of our revenues during the first nine months of fiscal 1999.
Sales of the "Premium Plan" accounted for 95.9% of the our
revenues during the first nine months of fiscal 1999.  This plan
is sold for $1,295.  It differs from the Starter Plan in that its
goal is not to get the web site listed by the search engines, but
to assure 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 do business
based on the Internet 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 work on those sites
for half price of $647.50 each.
<P>
When a customer purchases the "Premium Plan" we begin the
following procedures:
<P>
(1)     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 $100 each.  Sale of
additional terms to customers purchasing the Premium Plan
accounted for 2.5% of revenues during the 9 months ended July 31,
1999.
<P>
2.     Identify the unique characteristics and patterns preferred
by each of the search engine's robot and indexing practices.
<P>
(3)     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 200 web pages.
The pages actually consist of sets of about 20 pages per search
engine.
<P>
(4)     The created web pages are then moved to the customer's web
site or server.
<P>
(5)     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 take up to 10 working days.
<P>
(6)     Approximately 4 weeks after we have completed the
submissions, preliminary results will be noticed.  After a period
of 45 to 60 days, a customer can check its results at the customer
section of our web site.  The customer's results will usually peak
after 90 days (post submission).
<P>
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.
<P>
We guarantee the following for our Premium Plan:
<P>
- -     We will secure for our customer no less than 10 placements
somewhere within the top 20 positions somewhere across the top
search engines.  We target the thirteen most used engines
consisting of the following: Yahoo, Excite, Infoseek, Planet
Search, HotBot, Lycos, Snap, AOL Netfind, LookSmart, AltaVista,
Netscape, Web Crawler and MSN.
<P>
- -     The listings may appear on any single search engine, all the
search engines or spread across any number of the search engines
listed above.
<P>
- -     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.
<P>
- -     We guarantee placement of our customers URL(s) in the search
engine index.  We do not guarantee traffic to a customer's web
site.
<P>
- -     If we fail to meet the above guarantee within 90 days of a
customer's pages being submitted to its server, we will refund
100% of the customer's payment or repeat the service, at the
customer's choice.
<P>
Since our inception we have sold approximately 660 Premium Plans.
We have refunded all or a portion of the customer's money in 10
instances. Total refunds have been approximately $9,438, or
slightly less than 1% of revenues.  We have kept no accurate
records on the number of sites that we have had to rework in order
to meet our guarantees.  Rework costs consist primarily of
clerical work and are estimated to be less than 2% of total
operating costs.
<P>
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 resolicit 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 $647.50 and an additional $100
for each key work or phrase over six.  Renewals accounted for 1.4%
of our revenues in the first nine months of fiscal 1999, but for
1.8% of revenues in the quarter ended July 1999.  We expect
renewals to become a somewhat larger percentage of total revenues
as our installed base grows.
<P>
TRADEMARKS
<P>
We have recently filed trademark applications with the United
States Patent and Trademark Office for the names "Top 10 and
Design," "Cherry Picker Elite" and "PC Beacon" under which
portions of our business are operated.
<P>
PERSONNEL
<P>
We currently employ 24 full time employees. They fall into 3
different categories:  3 management, 11 sales, and 10 support
personnel. In the 18 months that we have been in business, only
one employee has left us.  Sales personnel are compensated on a
base pay plus commission basis.  During the three months ending in
July, the average salesperson that had worked for us at least two
months at the beginning of the period earned an average of $6,600
per month.
<P>
We expect to continue to add salespersons and hope to add two more
by the end of the fiscal year.
<P>
COMPETITION
<P>
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.
<P>
The second method of promoting a site in the search engines is to
purchase positions within the indexes 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.
<P>
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.
<P>
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.:
<P>
     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.
<P>
     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.
<P>
     Did-it.com states that for $399 plus $.25 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.
<P>
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.  In addition, we are not aware of any
competitor which matches our visibility guarantee.
<P>
GENERAL BUSINESS CONDITIONS
<P>
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.
<P>
CUSTOMERS
<P>
Our potential market or customer base consists of every business-
oriented web site in the world.  As of June 1998 there were
approximately 3.9 million ".com" and ".net" web sites registered
by Network Solutions which, until March 1999 was the exclusive
registrar in the United States for first level domain names.
Network Solutions has reported that cumulative net registrations
as of June 30, 1999 increased 133% to 5,322,000.  New
registrations in the three months ended June 30, 1999 were
1,180,000 as compared to 443,000 in the same quarter of the prior
year, a gain of 166%.
<P>
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.
<P>
The following is a partial list of what types of businesses a few
of our customers are involved with:
<P>
- -     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
- -     Y2K Supplies
- -     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
<P>
MATERIAL PROGRAMMING COSTS
<P>
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.
<P>
Material programming costs are:
<P>
                    Year Ending                Year Ending
                    October 31, 1998           October 31, 1999
<P>
Total               $35,612                    $52,729
<P>
RESEARCH AND DEVELOPMENT EXPENSES
<P>
Research and development expenses consist primarily of
compensation expenses to support the creation, development, and
enhancement of our services.  We estimate these costs, consisting
primarily of in-house salaries, to be less than $20,000 during the
remainder of the October 1999 fiscal year.  All such costs are
being expensed.  We continue to purchase small quantities of
personal computers and office furniture.  Such expenditures are
expected to be less than $5,000.  We expect to continue to add
salespersons and hope to add two more by the end of the fiscal
year.
<P>
ITEM 2.  FINANCIAL INFORMATION
<P>
SELECTED FINANCIAL DATA
<P>
The following selected financial data has been extracted from our
financial statements for the year ended October 31, 1999, and for
the period from inception, December 11, 1997 through October 31,
1998.  The results of our operations for any interim period are
not necessarily indicative of the results attained for a full
fiscal year. This selected financial data should be read in
conjunction with our financial statements and the Notes thereto
and "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" included elsewhere herein.
<P>
SUMMARY OPERATIONS DATA
<TABLE>
<S>                                           <C>                      <C>
                                                                  December 11, 1997
                                           Year Ending            (Inception)
                                           October 31, 1999       through October 31, 1998
                                           ----------------       ------------------------
Revenue                                          $1,144,122          $  54,032
Net Gain (Loss)                                  <2,384,980>          (305,545)
Net loss per share                                   ($0.23)        ($    0.16)
Weighted Average Shares
Used in Computation                              10,330,206          1,901,667
<P>
SUMMARY BALANCE SHEET DATA
                                                                 December 11, 1997
                                           Year                  Ending(Inception) through
                                           October 31, 1999      October31, 1998
                                           -----------------     -------------------------
Total Assets                                       $775,584          $124,765
Current Assets                                       77,904            67,795
Total Liabilities                                   103,988            69,510
Current Liabilities                                  44,175            34,685
Long-term notes payable                              22,548            32,815
Shareholders' Equity
(Surplus)                                           671,596            55,255
</TABLE>
<P>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
<P>
Statements in this Form 10 concerning the Company's
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 the Company's
Internet content, (ii) that the Company has grown
rapidly and there can be no assurance that the Company
will continue to be able to grow profitably or manage
its growth, (iii) risks associated with acquisitions,
(iv) competition, (v) the Company's 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 the Company's business,
financial condition or operating results, (vii)
litigation involving a former employee, (viii) the
Company has entered into certain transactions with
affiliated parties and (ix) the control of the Company
by David Smith.
<P>
Overview
<P>
A substantial part of the company's growth has been
achieved through acquisitions.  For the period
December 11, 1997 through May 31, 1999, the Company
completed two acquisitions.  Given the acquisition of
Top-10 Promotions, Inc., the results from operations
from period to period are not necessarily comparable.
<P>
Gross revenues refer to fees earned in the design,
development, production, and marketing of technology
to provide enhanced Internet marketing capabilities.
The Company earns revenue when it provides Internet
services that improve an Internet site's ranking when
searched on the leading Internet search engines.  The
Company guarantees that the 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 the
Company at, or prior to, the time that the services
are performed.  Historically, the Company has not
experienced substantial problems with unpaid accounts
or had to refund significant monies for failure to
meet the guarantee.  Our Premium Service and renewals
of the same account for 97.5% of our business.  Our
internal accounting system does not provide a way to
separately account for the costs attributable to the
Premium and the Starter service.
<P>
The Company has 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.
<P>
On May 28, 1998, the Company undertook a Stock
Purchase Agreement and Share Exchange with Top-10
Promotions Inc., a Virginia Corporation.  The sole
shareholder of Top-10 Promotions, Inc. received
500,000 shares of "restricted" stock in exchange for
all his shares.  The purchase was valued at a total of
$262,000 with $242,386 accounted for as contributions
of capital and $19,614attributed to goodwill.
<P>
Primarily as a result of the acquisition of Top-10
Promotions, Inc. on May 28, 1998, the Company's
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 indexes 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, the Company was building a sales team and
experienced gross revenue of $109,809.  During the
following year, the Company had $1,378,255 in gross
revenue.  The Company is continuously monitoring the
Internet marketplace for opportunities to expand its
presence and intends to continue its acquisition
strategy to supplement its internal growth.  The
Company's internal growth stems from ideas of selected
individuals.  The Company continues to recruit
individuals of this same level of expertise.
<P>
The purchase of certain assets from Offshore Software
enabled the Company to realize productivity
efficiencies that translate into increased sales.  The
access time on data base customer lead retrieval has a
5 to 15 minute reduction.  It is estimated that this
time savings versus not using the new software is at a
level of about 25%.  Given a normal work week, this
allows a 25% increase in productivity.  In a dollar
amount, this is a savings of $291,730 using a 50 week
work year if the Company were to pay additional man
hours to reach this productivity level.  This increase
in productivity is realized not only in payroll
savings, but also in increased leads generation, which
translates into increased sales.  When quantifying an
average number of closed sales on the leads generated
and taking into consideration a 25% increase in leads,
the Company's management estimates increased sales
during a 50 week work year to be $469,438.  The
Company's management estimates the benefits of this
software to be at $761,168 during the first full year
of usage.  Software is normally amortized over a 3
year period; however, depending on technology
advances, the useful life of this software may be
less.  The Company's management believes that the cost
of this software will be recovered within 1 1/2 years
after implementation based on the value placed on the
purchase of these assets.
<P>
The Company's 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, the Company has realized efficiencies in its
data base operations that has resulted in increased
sales.  The Company has continued to count as a cost
of sales the cost of continually updating its program
code.  The Company currently employs the programmers
that, in the past, it had used to out source its
program code updates.  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 and $28,485 for the period ended
October 31, 1998.  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.
<P>
Office and general expenses for the period ended
October 31, 1998 was $72,181 and $576,383 for the
period ended October 31, 1999, excluding officer
compensation.  Officer compensation for the period
ended October 31, 1998 was $258,214 and $2,274,941 for
the period ended October 31, 1999.  Officer
compensation for both 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 the Company
continues to use stock based compensation as a
recruitment tool.
<P>
Results of Operations
<P>
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.
<P>
<TABLE>
<S>                   <C>            <C>           <C>         <C>
                      Twelve        Percent of    From      Percent of
                      Months        Gross       Inception   Gross
                      Ended         Revenue      10-31-98   Revenue
                      -------------------------------------------------------------------------
Gross Revenue         $1,144,122     100.00%     $ 54,032     100.00%
<P>
Cost of Sales:
<P>
T1 lines & costs         102,952.32     9.0%       12,601      23.32%
Programmers               65,914.92     5.76%      13,315      24.64%
Sales salaries & taxes   480,076.71    41.96%       2,385       4.41%
Other consulting          19,507.35     1.71%           0          0%
Other                      6,372.68      .56%         184       0.34%
<P>
Total                    674,824       58.98%      28,485      52.72%
<P>
General &
 Administrative        2,742,048      239.66%     320,581     593.32%
EBITDA (1)            <2,272,750>    <198.65%>   <295,034>   <546.03%>
</TABLE><P>
(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.
<P>
<TABLE>
<S>                               <C>                       <C>
  Cash flows:               Twelve Months Ended         From Inception to
                                 10-31-99               10-31-98
  -------------------------------------------------------------------------------
  Operating                     (173,189)                (157,915)
  Investing                     (104,140)                ( 38,159)
  Financing                      344,503                  209,869
<P>
EBITDA Calculation
<P>
  Net income (loss)          $<2,384,980>              $ <305,545>
  Interest, net                    2,954                      697
  Income tax expense (benefit)     -0-                         -0-
  Depreciation and amortization  109,276                    9,814
  EBITDA                     $<2,272,750>              $ <295,034>
</TABLE>
<P>
The twelve months ended October 31, 1999 compared to the twelve
months ended October 31, 1998.
<P>
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.
<P>
The Company is 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.  The Company has
determined that adding additional sales staff increases is an
important strategy.  The additional cost of other consulting in
the cost of sales section is not expected to continue.  The costs
of Internet line access are continually negotiated by the
Company's management.  As can be seen, these negotiations leave
these costs stable as business activity increases.  In addition
the Company's management has stabilized the programming costs
associated with its continual technology improvement program.
<P>
The Company has 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.
<P>
Liquidity and Capital Resources
<P>
The Company's principal capital requirements have been to fund (i)
acquisitions, (ii) working capital, (iii) capital expenditures and
(iv) advertising and development of its internet business.
Continued development in its Internet business has included the
acquisition of assets which improve the efficiency of the program
technology that the Company operates with.  The Company's working
capital ratio has been maintained from 1.76 to 1.95 during the
reported periods.  This is due to sales, as Company policy, being
paid for in advance or at the time services are performed.  In
addition to this, the Company was extended the right to convert
loans from Arthur Harrison & Associates in the amount of $35,000
into 350,000 shares of common stock.
<P>
The Company has experienced monthly sales growth of about 20%.
Given these sales trends, the Company hopes to have a positive
cash flow from operations sometime in the future.  Our management
team has tracked sales on a daily and monthly basis.  The average
rate of sales growth is about 20% per month.
<P>
The Company does not provide software to its customers and
therefore does not have Year 2000 compliance issues with the
services it provides.  The Company has taken precautions for its
home office which include power generation, Year 2000 compliance
with its current software and offsite duplication of business
activities, if needed.   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.   The Company cannot
however, provide for every contingency that may exist external to
the Company.
<P>
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 recurring
losses from operations in prior periods, and may require
additional capital to continue its planned development.
Management believes the Company will continue as a going concern
and is actively marketing its services and web site which should
enable the Company to meet its current obligations and provide
additional funds for continued growth and new product development.
<P>
YEAR 2000 ISSUE
<P>
The Company's costs incurred to date regarding Year 2000 issues
have had an immaterial effect on expenses.  The Company has
addressed Information Technology ("IT") and Non-IT areas that may
negatively impact the Company.  These costs include a separate
redundancy station at a distant location for business
continuation, power generators in case of power failure, and
additional data storage redundancy and back up.  These costs would
have been incurred as a safety measure to ensure business
continuation, regardless of Year 2000 issues.  At this time the
Company's management believes it has taken all steps reasonably
expected in order to be in a state of readiness.  However, given
the strong interdependence of computer systems today, there is no
guarantee that there will be no business interruption.  The
Company has taken reasonable steps to become knowledgeable of such
contingencies.
<P>
As the Company does not sell software to the public, the Company
foresees no costs regarding the Year 2000 with its customers.  The
Company can not take responsibility for its customer's software
and hardware in relation to the services it provides, nor its
customers support systems - both IT and non-IT.  Therefore, the
Company anticipates no contingent liabilities regarding the
service it provides.
<P>
The Company has addressed Year 2000 issues with all of the vendors
that would reasonably have a material impact on the Company's
activities.  At this time there has been no indication that there
will be any interruption in services provided to the Company.
Reasonable steps taken have been to request, in writing,
statements on Year 2000 issues from its vendors.
<P>
The Company can not estimate the costs involved with being assured
that any of the local infra-structure will have problems, or that
the Company will have to take alternative measures regarding
failed infra-structure, even with a redundant remote location.
<P>
As the Company has reviewed its own systems for Year 2000
readiness, the Company's management recognizes that a worse case
scenario would be that the Company would have to establish a new
location in an area where the location's infra-structure had not
been effected as greatly as its present site.  The costs of such
an event would be relocation costs that may include the cost of
physical relocation of assets, breaking current location leases,
relocation of employees and the cost of down-time regarding
relocation and possible employee recruitment.
<P>
The Company has established a redundant remote location; however,
there is no complete guarantee that this site will operate as
intended.  If this were the case, the Company would need
additional capital in order to overcome these obstacles.  The
redundant site includes computer equipment and software to
maintain continuity.  The site is operated by a contract employee
located in Baltimore, Maryland.
<P>
ITEM 3.     PROPERTIES
<P>
We presently occupy two facilities.  The first is approximately
1,000 square feet and is located at 1039 East 10th Street, Roanoke
Rapids, North Carolina.  Until May 1, 1999 this was our only
location.  We rent this space on a month to month basis at the
monthly rental of $500.00.  We use the space as a repair and
storage facility.  Our second facility is approximately 3,500
square feet and is located at 1433 Georgia Avenue, Roanoke Rapids,
North Carolina. This facility was built to order for us and was
occupied on May 1, 1999.  The monthly rental is $2,500.00.  The
lease extends to November 1, 2006.  We use the space for
administrative offices and our corporate headquarters. We believe
that such a facility will provide us with adequate space for at
least the next twelve months.  At the end of the lease term
(specifically, November 1, 2006), if we have not defaulted under
the lease, we can renew the lease for an additional 5 years at a
renegotiated rental price provided we give the landlord 30 days
notice before the end of the initial term.
<P>
We also lease a house at Littleton, North Carolina for $1,200 per
month.  The house is used to provide temporary housing for our new
employees and a satellite office for our computer system
continuation in the event our main office encounters problems with
its computer system.  The lease term is 18 months commencing March
1, 1999 and ending August 31, 2001.
<P>
ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT
<P>
The following table sets forth, as of June 30, 1999, 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 January 14, 1999, there were
11,330,184 shares of Common Stock issued and outstanding.
<TABLE>
<S>                                            <C>                  <C>
                                                                Percent of
                                           Number of Shares     Common Stock
Name of Beneficial Owner                   Beneficially Owned   Outstanding
- -------------------------                  ------------------   ------------
<P>
David L. Smith, Jr.                             5,985,000 (1)     52.82%
Glenn Canady                                       15,000(1)          *%
Edwin E. Foster, Jr.                                -0-            -0-
<P>
All executive officers and directors            6,000,000         52.96%
as a group (3 persons)
<P>
*Less than 1%.
</TABLE>
<P>
Mr. Smith acquired his shares as follows: 500,000 on May 28, 1998
in accordance with the acquisition of Top-10 Promotions, Inc.  Mr.
Smith 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 the
Company; 2,650,000 on May 11, 1999 based on a purchase of shares
from James Lee, a founder of the Company.  100,000 on September 2,
1999 as compensation for services rendered per agreement with the
Company.  Subsequently, Mr. Smith transferred 15,000 shares to Mr.
Canady in a private transaction.
<P>
ITEM 5.     DIRECTORS AND EXECUTIVE OFFICERS
<P>
Our executive officers and directors and their ages as of December
31, 1999 are as follows:
<TABLE>
<S>                       <C>       <C>
Name                      Age     Position
- ----------                -----   -----------------------------------
<P>
David L. Smith, Jr.       43     Chief Executive Officer, President and Director
Glenn L. Canady           35     Vice President - Operations and Director
Edwin E. Foster, Jr.      50     Secretary and Director
</TABLE>
<P>
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.
<P>
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 and one of our directors.
<P>
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.
<P>
Edwin E. Foster, Jr. began working for us as Secretary in July
1999.  In 1970, he received a Bachelor of Science Degree in
Biology from Syracuse University.  In 1971, he attended 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 financial
services company with 3 other shareholders under the name FMD&J,
Inc.  He worked for this company for approximately 10 years.  In
1990, he took a position in a pharmaceutical research consulting
firm called NJC Enterprises, Ltd.  In 1993, such 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 such
company in 1997 and continued his retirement until he started
working for us recently.
<P>
ITEM 6.     EXECUTIVE COMPENSATION.
<P>
SUMMARY COMPENSATION TABLE
<P>
                     Annual Compensation
<TABLE>
<S>                       <C>      <C>        <C>       <C>            <C>              <C>
Name and
Principal
Position                                                Other Annual  Long Term     All other
                           Year   Salary        Bonus   Compensation  Compensation  Compensation
- -----------------------------------------------------------------------------------------------
David L. Smith, Jr.(1)     1999   $120,000       None       None          None          $170,000
<P>
Chief Executive Officer,   1998   $ 75,888.67    None       None          None           $78,000
  Director
<P>
Glenn Canady               1999   $ 53,076.98 (2)  (3)     $1,000         None             (2)
Vice President                    Plus $1,182
                                  for overtime
                           1998   None           None       None          None            None
<P>
Edwin E. Foster, Jr. (4)   1999   $ 18,000       None       None          None            None
Vice President             1998   None           None       None          None            None
<P>
James Lee (5)              1999   None           None       None          None            None
Chief Executive Officer    1998   None           None       None          None          $104,325
Secretary and Treasurer
</TABLE>
<P>
(1)     In fiscal 1998, David received 2,000,000 of our restricted
shares as compensation for services rendered for the Company
valued at $78,000.
<P>
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 is 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.
<P>
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 $810,000.
<P>
(2)     Glenn's salary was based on $60,000 per year until June 3,
1999.  He commenced employment during fiscal year 1999.   Adjusted
to $80,000 per year as of June 4, 1999.  Adjusted to $100,000 per
year as of August 27, 1999.  Glenn also receives sales
commissions.  He received $500 commission in 1999 for writing an
article.  In addition, if our gross revenues exceed $5,000,000 in
any fiscal year, Glenn's salary increases to $120,000 per year.
<P>
(3)     Glenn's employment agreement provides for the option of
purchasing stock at $1.00 per share as follows: 5,000 of our
shares for each year he is employed by us during the first 3 years
of employment; 50,000 shares if our gross revenues exceed
$2,000,000 during the term of Glenn's employment agreement; 50,000
shares if gross revenues exceed $5,000,000 during the term of
Glenn's employment agreement. The maximum amount of shares that
Glenn can receive under his employment agreement with us is
115,000 common shares.  All shares are restricted for a 2 year
period from when we issue the shares to Glenn.  Such options have
been valued at $.20 per share.  Such value is derived from the
price our common stock has historically been issued for.
<P>
(4)     Ed's salary was based on $52,000 per year for fiscal year
1999.  He commenced employment during fiscal year 1999.  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.
<P>
(5)     In 1998, our original officer, James Lee, received stock
issuances of 1,500,000 and 1,175,000 with an aggregate cash value
of $58,500 for services rendered.
<P>
Compensation of Directors
<P>
The Directors of the Company do not receive compensation for their
services as directors but may be reimbursed for their reasonable
expenses for attending Board meetings.
<P>
EMPLOYMENT AGREEMENTS
<P>
On May 28, 1998, we signed an employment agreement with our Chief
Executive Officer and President, David L. Smith, Jr.  The term of
the employment was for a 2 year period initially ending in May
2000.  The agreement is automatically renewed for additional 2
year periods unless Mr. Smith notifies us in writing 2 months
prior to the end of any term.  The Agreement provides for the
following: (i) salary of no less than $10,000 per month; (ii)
quarterly bonus of 30% of net income before income tax; and (iii)
share bonuses of 100,000 shares if the Company has $400,000 in
after tax earnings for fiscal year ending 1999 and 100,000 shares
if the Company has $2,000,000 in gross revenues for fiscal 1999.
<P>
On March 1, 1999, we signed an employment agreement with our Vice
President - Operations, Glenn Canady.  The term of the employment
was for a 3 year period initially ending in February 2002.  The
agreement is automatically renewed for additional 1 year periods
upon mutual consent of the parties.  The Agreement provides for
the following: (i) initial salary of $60,000 per annum; increased
to $90,000 per annum if the Company's gross revenues exceed
$2,000,000; $120,000 per annum if the Company's gross revenues
exceed $5,000,000 per annum; (ii) stock options as follows at an
exercise price of $1.00 per share: 5,000 shares for each Mr.
Canady is employed during the first 3 years of this agreement;
50,000 common shares when the Company's gross revenues exceed
$2,000,000 during any fiscal year and 50,000 common shares when
the Company's gross revenues exceed $5,000,000 during any fiscal
year.
<P>
ITEM 7.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
<P>
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.
<P>
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 provided by a loan from
Tamana Ltd., an unaffiliated corporation.  James Lee, an officer
of the Company at such time assumed the liability and contributed
this amount as capital.   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.
<P>
ITEM 8.  LEGAL PROCEEDINGS
<P>
We are not presently a party to any litigation of any kind or
nature whatsoever, nor to our knowledge and belief is any
litigation threatened or contemplated.
<P>
ITEM 9.  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
         EQUITY AND RELATED STOCKHOLDER MATTERS.
<P>
Our Common Stock, par value $0.0001, has been traded on the OTC
Electronic Bulletin Board under the symbol "RAKE" since October,
1998.
<P>
The following table sets forth the high and low sale prices of our
common stock as reported on the OTC Electronic Bulletin Board.
These price quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual
transactions.
<P>
December 31, 1998      5.125     5.125
<P>
March 31, 1999          8.00     7.125
<P>
June 30, 1999         9.9375      9.75
<P>
December 31, 1999       9.00      3.50
<P>
Number of Registered Holders
<P>
The number of registered holders of our common stock as of
December 31, 1999 was 25, and we believe that there are a greater
number of beneficial owners of our shares of common stock.
<P>
Dividends
<P>
To date, we have not declared or paid any cash dividends on our
Common Stock. We currently anticipate that we will retain all
available funds for use in the operation and expansion of our
business, and we do not intend to pay cash dividends on our common
stock in the foreseeable future. Further, there can be no
assurance that the operations of our business will generate the
revenue and cash flow needed to declare cash dividends in the
foreseeable future.
<P>
ITEM 10.     RECENT SALES OF UNREGISTERED SECURITIES
<P>
On December 11, 1997, we issued 1,500,000 shares to James Lee as a
founder of the Company.  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.
<P>
A list of the investors in the first and second offering is listed
below:
<P>
<TABLE>
<S>                                        <C>                 <C>          <C>
FIRST OFFERING
Investors                             Date of Issuance     Common         Consideration
                                                           Stock Sold
- -------------------------------------------------------------------------------------------
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
                                                          =======================
<P>
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>
<P>
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.
<P>
A list of the investors in the above offering is listed below:
<TABLE>
<S>                                        <C>                 <C>          <C>
THIRD OFFERING
Investors                             Date of Issuance     Common         Consideration
                                                           Stock Sold
- -------------------------------------------------------------------------------------------
Arthur Harrison & Associates            10/15/1998          350,000         $35,000
Arthur Harrison & Associates             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 Corporation            2/19/1999          375,000         $37,500
Sandusky Holdings Corporation            3/25/1999           46,875         $46,875
Sandusky Holdings Corporation            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                                     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>
<P>
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.
<P>
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.
<P>
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.  James Lee, an officer of the Company at
such time assumed the liability and contributed the amount as
capital.  On May 11, 1999, David L. Smith, Jr. purchased 2,650,000
of our "restricted" shares from James Lee for par value.
<P>
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.
<P>
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.
<P>
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 $.20 cents per share for a
total value of $100 and $200, 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.
<P>
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.
<P>
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 value of this transaction is
$630,000.  The estimated derived benefit of these assets during
the first year after the acquisition is $761,168.  The value of an
estimated derived benefit from the purchase of assets from
Offshore was determined by calculating the efficiencies derived in
using the software purchased.  The software allows for a faster
retrieval of data base sales lead generation information obtained
from the Internet.  This time savings produces about 25% increased
productivity.  The Company calculated the savings in man hour of
this increased productivity in payroll amounts.  With increased
sales lead generation, there are more leads available for closing
sales.  The Company calculated this amount, as well, to come up
with an estimated amount that the Company would benefit from the
purchase of this program.  There were 4 computers valued at $4,000
each and 2 software program codes valued at an aggregate of
$614,000.
<P>
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.
<P>
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.
<P>
ITEM 11.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
<P>
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 November 12, 1999, we had
issued 11,330,184 of our shares of Common Stock and none of our
Preferred Stock.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
The transfer agent and registrar for our common stock is Interwest
Transfer Co., Inc., Salt Lake City, Utah.
<P>
ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
<P>
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.
<P>
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.
<P>
ITEM 13.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
<P>
For the information required by this Item, refer to the Index to
Financial Statements appearing on page F-1 of the registration
statement.
<P>
ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
<P>
None.
<P>
ITEM 15.   FINANCIAL STATEMENTS AND EXHIBITS.
<P>
FINANCIAL STATEMENTS
<P>
For the information required by this Item, refer to the Index to
Financial Statements appearing on page F-1 of the registration
statement.
<P>
               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
<P>
<TABLE>
<S>                                              <C>
FINANCIAL STATEMENTS                             Page #

     Independent Auditor's Report                1

     Balance Sheets                              2 - 3
     Statements of Operations                    4
     Statements of Capital Surplus               5
     Cash Flow Statement                         6

     Notes to the Financial Statements           7-12
</TABLE>
<P>
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS
<P>
To the Board of Directors and Stockholders
Roanoke Technology Corporation
Roanoke Rapids, North Carolina
<P>
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, 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.
<P>
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.
<P>
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, 1998, and the results of its operations and
its cash flows from December 11, 1997 (inception)
through October 31, 1998 in conformity with generally
accepted accounting principles.
<P>
     Varma and Associate
     Certified Public Accountants
     Longwood, FL
     March 3, 1999
                     ROANOKE TECHNOLOGY CORPORATION
                            BALANCE SHEET
                     As of October 31,1999 and 1998
<P>
                                  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
<P>
PROPERTY AND EQUIPMENT
<P>
   Equipment and leasehold improvements       164,498                      44,670
   Less: accumulated depreciation              26,929                       7,022
                                           -----------                  ---------
      Total Property and Equipment            137,569                      37,648
<P>
OTHER ASSETS
<P>
   Organization costs                           1,000                       1,000
   Goodwill                                    19,614                      19,614
   Software                                   622,000                           0
   Less: Accumulated amortization              84,003                       2,792
                                           ------------                 ---------
   Net intangibles                            558,611                      17,822
   Deposits                                     1,500                       1,500
                                           ------------                 ---------
      Total Other Assets                      560,111                      19,322
<P>
           TOTAL ASSETS                     $ 775,584                 $   124,765
                                           ------------               ------------
                                           ------------               ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<P>
CURRENT LIABILITIES
<P>
   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
<P>
LONG TERM LIABILITIES
<P>
   Long term debt                             22,548                       32,815
   Less: current portion                       6,760                       26,170
                                          -----------                   ------------
     Total long term liabilities              15,788                        6,645
<P>
Deferred Revenue                              44,025                       28,180
                                          -----------                   ------------
       TOTAL LIABILITIES                     103,988                       69,510
<P>
STOCKHOLDERS' EQUITY
- --------------------
<P>
STOCKHOLDERS' EQUITY
<P>
   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             3,360,988                       360,012
   Retained earnings                     (2,690,525)                     (305,545)
                                         -----------                   ------------
<P>
       TOTAL STOCKHOLDERS' EQUITY           671,596                        55,255
                                         -----------                   ------------
<P>
       TOTAL LIABILITIES AND EQUITY       $ 775,584                 $     124,765
                                         -----------                ------------
                                         -----------                ------------
PLEASE READ AUDITOR'S REPORT
</TABLE>
<P>
                       ROANOKE TECHNOLOGY CORPORATION
                             STATEMENT OF INCOME
                 For the Twelve Months Ending October 31, 1999
                     And From December 11, 1997 (inception)
                          Through October 31, 1998
<P>
<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
<P>
GENERAL AND ADMINISTRATIVE EXPENSES
   Advertising                                     37,717                 1,322
   Bank charges                                       318                   971
   Consulting                                      25,000                     0
   Depreciation and amortization                  109,276                 9,814
   Dues and subscriptions                           2,388                 1,275
   Legal and accounting                           124,039                25,889
   Maintenance and repairs                         11,211                     0
   Meals and entertainment                          5,074                 1,278
   Office expense                                 150,378                 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 2,851,324               330,395
                                                  --------               ----------
INCOME (LOSS) FROM OPERATION                   (2,382,026)             (304,848)
<P>
OTHER INCOME AND (EXPENSE)
<P>
   Interest expense                               (2,954)                  (697)
                                                  --------                ----------
      Total other income and expense              (2,954)                  (697)
                                                  --------                ----------
<P>
NET LOSS                                     $(2,384,980)              $ (305,545)
                                            -------------                -----------
                                            -------------                -----------
<P>
NET EARNINGS PER SHARE
   Basic and Diluted
      Net earnings per share                        (.23)                   (.16)
<P>
Basic and Diluted Weighted Average
   Number of Common Shares Outstanding        10,330,206               1,901,667

<P>
                           PLEASE READ AUDITOR'S REPORT
</TABLE>
<P>
                           ROANOKE TECHNOLOGY CORPORATION
                            STATEMENT OF CAPITAL SURPLUS
                           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
<P>
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                     300                     300
Net loss for the year                                             (2,384,980) (2,384,980)
                           ---------------------------------------------------------------
Balance  at October 31,1999   11,330,183    $1,133   $3,360,988 $(2,690,525) $  671,596
                           ---------------------------------------------------------------
                           ---------------------------------------------------------------
<P>
                            PLEASE READ AUDITOR'S REPORT
</TABLE>
<P>
                       ROANOKE TECHNOLOGY CORPORATION
                          STATEMENT 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
<P>
   Net income (loss)                                $(2,384,980)           $(305,545)
<P>
   Adjustments to reconcile net income to net cash
    provided by  (used in) operating activities:
<P>
   Depreciation and amortization                        114,491                9,814
   Stock issued for services                          2,016,550              183,301
  (Increase) decrease in employee advance                 1,000               (1,000)
  (Increase) decrease in stock subscriptions             53,000              (53,000)
   Increase (decrease) in accrued expenses                37,415               3,065
   Increase (decrease) in credit card payable            (5,450)               5,450
                                                      ----------              -----------
      Total adjustments to net income                 2,211,791              147,630
                                                      ----------              -----------
<P>
   Net cash flows from operations                      (173,189)            (157,915)
<P>
CASH FLOWS FROM INVESTING ACTIVITIES
<P>
   Capital expenditures on equipment and deposits      (104,140)             (38,159)
                                                      -----------           -----------
   Net cash flows from investing                       (104,140)             (38,159)
                                                      -----------           -----------
<P>
CASH FLOWS FROM FINANCING ACTIVITIES
<P>
   Proceeds from issuance of common stock               354,770              123,000
   Proceeds from demand notes                                                105,500
   Payments on notes                                    (10,267)             (18,631)
                                                      -----------           ----------
   Net cash flows from financing                        344,503              209,869
                                                      -----------           ----------
CASH RECONCILIATION
<P>
   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
                                                       ----------           ----------
                                                       ----------           ----------
<P>
                              PLEASE READ AUDITOR'S REPORT
<P>
      ROANOKE TECHNOLOGY CORPORATION
<P>
     NOTES TO THE FINANCIAL STATEMENTS
<P>
            (See Audit Report)
<P>
1. Summary of significant accounting policies:
   -------------------------------------------
<P>
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.
<P>
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 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 provision for estimated future costs relating
warranties have been made as these costs have been historically
immaterial.
<P>
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.
<P>
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.
<P>
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.
<P>
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:
<P>

</TABLE>
<TABLE>
<S>                                    <C>
Machinery and equipment               2 to 10 years
Furniture and fixtures                5 to 10 years
</TABLE>
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
No customer represented 10 % or more of The Company's total sales as
of the current reporting period.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
2. Related Party Transactions and Going Concern:
   ---------------------------------------------
<P>
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.
  continued:
<P>
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 services which would enable The Company
to meet its obligations and provide additional funds for continued
new product 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.
<P>
During the months of August through October of 1998, the Company
borrowed money from James Lee, a former officer of the Company in
the amount of $35,000.  The borrowing was in the form of a demand
note that was used to fund the acquisition of Top-10 Promotions,
Inc.  In addition, the Company borrowed from Tamana Ltd., a
corporation, $70,000 in the form of a demand note.  The amount
borrowed was also used to fund the purchase of Top-10 Promotions
Inc.  The amount owed by Tamana Ltd. was assumed by James Lee.  The
amounts were paid back with money and a conversion of $35,000 from a
demand note to a contribution of capital.  An amount approximately
$25,000 was outstanding as of October 31, 1998 with that balance
paid during the first quarter of the year ending October 31, 1999.
<P>
3. Accounts Receivable and Customer Deposits:
   ------------------------------------------
<P>
Accounts receivable historically has 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.
<P>
4. Use of Estimates:
   -----------------
<P>
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.
<P>
5. Revenue and Cost Recognition:
   -----------------------------
<P>
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.
<P>
6. Accounts Payable and accrued expenses:
   --------------------------------------
<P>
Accounts payable and accrued expenses consist of trade payables and
accrued payroll and payroll taxes created from normal operations of
the business.
<P>
Long   term debt consists of:
<P>
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.
<P>
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.
<P>
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>
<P>
8. Operating Lease Agreements:
   ---------------------------
<P>
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.
<P>
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.
<P>
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.
<P>
9. Stockholders' Equity:
   ---------------------
<P>
Preferred Stock
- ---------------
<P>
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.
<P>
Common Stock
- -------------
<P>
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.
<P>
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.
<P>
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).
<P>
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.
<P>
Stock Incentive Plans
<P>
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.
<P>
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.
<P>
10. Acquisitions:
    -------------
<P>
On March 30, 1999 The Company acquired certain assets of Offshore
Software Development Ltd. ("Offshore") in an exchange of assets for
999,111 shares of The Company issued to offshore shareholders.  The
Company's management has valued the transaction at $630,000.
<P>
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 company's management
estimation and the value of stock, if The Company were to issue
stock to raise the capital to purchase these items.  Management's
estimate of fair value was made by estimating the purchase price of
the computers, the estimated man hours to produce the software and a
consideration of the productivity savings that The Company would
experience.  As of the balance sheet date and the date of the audit
the assets of Offshore were in transport to the North Carolina
office of The Company.  The assets, consisting of the four computers
and the rights to the program code for two software products, are
intended to enhance The Company's ability to market and increase the
speed of computer operations.
<P>
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 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.
<P>
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.
<P>
10. Acquisitions - continued:
<P>
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.
<P>
11. Employment Contract and Incentive
    Commitments:
    ----------------------------------
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
12. Payroll Taxes Payable and Deferred Tax
    Assets and Liabilities:
    --------------------------------------
<P>
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 assets 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 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.
<P>
13. Required Cash Flow Disclosure for Interest
    and Taxes Paid:
    ------------------------------------------
<P>
The Company paid interest in the amount of $2,954 during the twelve
months ending October 31, 1999.  The Company at October 31, 1999 has
no income tax payments due and did not pay any income tax amounts
during the period.
<P>
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 .
<P>
14. Contingent Liabilities:
    -----------------------
<P>
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.
<P>
                TOP-10 PROMOTIONS, INC.
          Financial Statements Table of Contents
    From November 17, 1997 (Inception) through May 28, 1998
<P>
FINANCIAL STATEMENTS                         Page #
<P>
   Independent Auditor's Report                       1
<P>
   Balance Sheet                                      2
<P>
   Statement of Operations and Retained Deficit       3
<P>
   Cash Flow Statement                                4
<P>
   Notes to the Financial Statements                5-9
<P>
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS
<P>
To the Board of Directors and Stockholders
TOP-10 Promotions, Inc.
Roanoke Rapids, North Carolina
<P>
We have audited the accompanying balance sheet of Top-10 Promotions,
Inc. as of May 28, 1998, and the related statements of operations
and retained earnings, and cash flows from November 17, 1997
(inception) through May 28, 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.
<P>
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.
<P>
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Top-10
Promotions, Inc., as of May 28, 1998 and the results of its
operations and its cash flows for the six months then ended in
conformity with generally accepted accounting principles.
<P>
                /s/Varma and Associates
                -------------------------
                Varma and Associates
                Certified Public Accountants
                Longwood, Florida
                November 15, 1999
<P>
                   TOP-10 PROMOTIONS, INC.
                      BALANCE SHEET
                    As of MAY 28, 1998
<P>
                         ASSETS
<TABLE>
<S>                                                        <C>                 <C>

CURRENT ASSETS
<P>
  Cash                                                                         $  1,185
<P>
PROPERTY AND EQUIPMENT
<P>
  Equipment                                               $   5,843
  Less: accumulated depreciation                               (894)
                                                          -----------
      Total Equipment                                         4,949               4,949
                                                                               ----------
          TOTAL ASSETS                                                         $  6,134
                                                                              ===========
<P>
LIABILITIES AND STOCKHOLDER'S EQUITY
- -------------------------------------
<P>
CURRENT LIABILITIES
   Accrued expenses                                 $        2,564
   Stockholder loan                                          7,800
                                                    ---------------
      Total Current Liabilities                             10,364             10,364
<P>
STOCKHOLDER'S EQUITY
<P>
  Capital stock - no par value; 100,000 shares
   authorized; 100 issued and outstanding                      100
  Retained earnings                                         (4,330)
                                                    ----------------
      Total stockholder's equity                            (4,230)            (4,230)
                                                                               --------
          TOTAL LIABILITIES AND EQUITY                                       $  6,134
                                                                             ----------
<P>
         The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
                      TOP-10 PROMOTIONS, INC.
                      STATEMENT OF OPERATIONS
         From November 17, 1997 (Inception) Through May 28, 1998
<TABLE>
<S>                                                        <C>                 <C>
REVENUE
<P>
   Sales                                                  $ 168,836
   Cost of sales                                             58,562
                                                          ----------
GROSS PROFIT                                                110,274        $  110,274
<P>
GENERAL AND ADMINISTRATIVE EXPENSES
<P>
  Advertising                                                   151
  Bank charges                                                  165
  Communication costs                                         1,007
  Contract labor                                             31,875
  Credit card discount fees                                   4,786
  Depreciation                                                  894
  Dues and subscriptions                                        536
  Insurance                                                     335
  Legal and accounting                                          500
  Maintenance                                                   181
  Meals and entertainment                                       949
  Office supplies                                             2,246
  Postage                                                       550
  Printing                                                      340
  Rent                                                        8,050
  Salaries - officer                                         50,673
  Supplies                                                      713
  Telephone                                                   6,215
  Travel                                                        914
  Utilities                                                   3,524
                                                         ------------
      Total general and administrative expenses             114,604            114,604
                                                                             -----------
INCOME (LOSS) FROM OPERATION                                                 $  (4,330)
<P>
  Retained Earnings, Beginning Balance                                               0
                                                                             -----------
RETAINED EARNINGS, ENDING BALANCE                                            $  (4,330)
<P>
NET EARNINGS PER SHARE
   Basic and Diluted
     Net earnings per share                                                    $(43.30)
<P>
Basic and Diluted Weighted Average
     Number of Common Shares Outstanding                                           100
<P>
       The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
                           TOP-10 PROMOTIONS, INC.
                          STATEMENT OF CASH FLOWS
             From November 17, 1997 (Inception) Through May 28, 1998
<TABLE>
<S>                                                        <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
<P>
   Net income (loss)                                                           $ (4,330)
<P>
   Adjustments to reconcile net income to net cash
    provided by  (used in) operating activities:
<P>
   Depreciation                                            $    894
   Increase (decrease) in payables for expense                2,564
                                                           ----------
      Total adjustments to net income                         3,458              3,458
                                                                               ----------
<P>
   Net cash provided by (used in) operating activities                            (872)
<P>
CASH FLOWS FROM INVESTING ACTIVITIES
<P>
   Capital expenditures on equipment                        (5,843)
   Loan from Stockholder                                     7,800
                                                           ----------
   Net cash flows provided by (used in)
    investing activities                                     1,957               1,957
<P>
CASH FLOWS FROM FINANCING ACTIVITIES
<P>
   Proceeds from issuance of common stock                      100
                                                           -----------
   Net cash provided by (used in) financing activities         100                 100
<P>
CASH RECONCILIATION
<P>
   Net increase (decrease) in cash                                               1,185
   Cash at beginning of year                                                         0
                                                                                ---------
CASH BALANCE AT END OF YEAR                                                 $    1,185
                                                                           ==============
        The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
                   TOP-10 PROMOTIONS, INC.
                     As of May 28, 1998
                     (See Audit Report)
<P>
1. Summary of significant accounting policies:
- -----------------------------------------------
<P>
        Industry - TOP-10 Promotions, Inc., a Company incorporated
        ---------
in the state of Virginia during December of 1997, is in the
business of servicing internet web sites with new technology.
David Smith, president and the soul shareholder of the Company,
has developed a technology whereby a web site can increase its
visibility on the internet through key search terms.  The Company
markets the service by offering a free downloadable program that
allows a web site to obtain a visibility report.  The Company
follows up with a phone call to the prospective customer to find
out if they are interested in improving their visibility through
the services that the Company offers.
<P>
        Results of operations and Ongoing Entity - The Company is
        -----------------------------------------
considered to be an ongoing entity.  The stockholder of the
Company funds any shortfalls in the Company's cash flow on a day
to day basis.  The president of the Company considers the Company
to have significant revenues so as to consider it to be out of its
development stage.  These revenues are, at this time, considered
enough to meet general expense requirements.  The current level of
revenues is not enough to generate a plan of rapid expansion.  The
Company's revenues are limited by the lack of sales persons, phone
equipment and computer equipment.  In order for the Company to
expand as planned, it needs additional capital.
<P>
        Liquidity and Capital Resources - In addition to the
        -------------------------------
stockholder loan; the Company has interested investors that intend
to fund the Company's growth.  As the Company intends for rapid
expansion using the funds from investors and little debt, the
Company expects certain expansion costs to be in excess of the
revenues during the expansion period.  After the initial expansion
period additional costs are considered to rise in proportion to
the rise in sales; the cost most relevant are sales costs.
<P>
        Revenue Recognition and Service Warranty - Revenues
        ----------------------------------------
resulting from technology consulting services is recognized as
such services are performed and paid.  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 provision for estimated future costs
relating warranties have been made, as these costs have been
historically immaterial.
<P>
        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.
<P>
        Basis of Accounting - The Company's financial statements
        -------------------
are prepared in accordance with generally accepted accounting
principles.
<P>
                   TOP-10 PROMOTIONS, INC.
                     As of May 28, 1998
                    (See Audit Report)
<P>
        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:
<P>
          Machinery and equipment           2 to 10 years
          Furniture and fixtures            5 to 10 years
<P>
        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.
<P>
        Intangibles - Intangibles principally include core
        ------------
technology in the form of software programs and are amortized over
their estimated lives of primarily 3 to 5 years.
<P>
        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.
<P>
        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.
<P>
        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.
<P>
                   TOP-10 PROMOTIONS, INC.
                    As of May 28, 1998
                   (See Audit Report)
<P>
        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.  At this
time The Company has no deposits that are at risk.

<P>
        No customer represented 10 % or more of The Company's
total sales as of the current reporting period.
<P>
2. Related Party Transactions and Going Concern:
- ------------------------------------------------
<P>
        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.
<P>
        The Company has suffered losses from operations and may
require additional capital to continue as a going concern as the
company develops its market.  Management believes the company will
continue as a going concern and is actively marketing its products
and services which would enable the company to meet its
obligations and provide additional funds for continued new product
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.
<P>
3. Accounts Receivable and Customer Deposits:
- ---------------------------------------------
<P>
        Accounts receivable historically has 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.
<P>
4. Use of Estimates:
- --------------------
<P>
        Management uses estimates and assumptions in preparing
these financial statements in accordance with generally accepted
accounting principles.  Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenue and
expenses.
<P>
5. Revenue and Cost Recognition:
- --------------------------------
<P>
        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.
<P>
                   TOP-10 PROMOTIONS, INC.
                     As of May 28, 1998
                     (See Audit Report)
<P>
6. Accounts Payable and accrued expenses:
- ------------------------------------------
<P>
        Accounts payable and accrued expenses consist of trade
payables and accrued payroll and payroll taxes created from normal
operations of the business.
<P>
7. Operating Lease Agreements:
- ------------------------------
<P>
        The Company rents office space under a twelve-month
operating lease arrangement in the amount of $900. All long - term
leases regarding phones and office equipment 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.
<P>
8. Stockholder's Equity:
- ------------------------
<P>
        Common Stock includes 100,000 shares authorized at no par
value and 100 shares outstanding.
<P>
9. Subsequent event:
- ---------------------
<P>
        Effective May 29, 1998, Roanoke Technology Corporation
(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 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.
<P>
        During the period ending October 31, 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
acquisition of Top-10 Promotions, Inc.
<P>
        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.
<P>
        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.  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.
<P>
                   TOP-10 PROMOTIONS, INC.
                    As of May 28, 1998
                    (See Audit Report)
<P>
9. Subsequent event   continued:
- --------------------------------
<P>
        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.
<P>
10. Payroll Taxes Payable and Deferred Tax Assets and Liabilities:
- ------------------------------------------------------------------
<P>
        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.
At this time, The Company considers the effects of accounting for
deferred tax assets and liabilities to be immaterial to the
financial statements.
<P>
11. Required Cash Flow Disclosure for Interest and Taxes Paid:
- --------------------------------------------------------------
<P>
        The company has paid no amounts for federal income taxes
and interest.
<P>
12. Earnings Per Share:
- -----------------------
<P>
        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.
<P>
SIGNATURES
<P>
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, there unto duly authorized.
<P>
               ROANOKE TECHNOLOGY CORP.
               By: /s/ Edwin E. Foster, Jr.
                   ------------------------
                       Edwin E. Foster, Jr.
                       Secretary
<P>
               Dated: March 3, 2000
<P>
EXHIBITS
<P>
Exhibit No.     Description
<P>
3.1             Articles of Incorporation of Roanoke Technology
                Corp. (formerly known as Suffield Technologies
                Corp.) and Articles of Amendment *
<P>
3.2             By-laws of Roanoke Technology Corp. *
<P>
10.1            March 30, 1999 Asset Purchase Agreement and Share
                Exchange with Offshore Software Development Ltd. *
<P>
10.2            May 28, 1998 Stock Purchase Agreement and Share
                Exchange with Top 10 Promotions, Inc. *
<P>
10.3            Articles of Merger and Plan of Merger of Top 10
                Promotions, Inc. and Roanoke Technology Corp. *
<P>
27.1            Financial Data Schedule for Roanoke Technology
                Corp.
<P>
*  Filed with initial filing of Form 10 on July 15, 1999
<P>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

EXHIBIT 27 - FINANCIAL DATA SCHEDULE FOR ROANOKE TECHNOLOGY
- -------------------------------------------------------------
[DESCRIPTION]     ART. 5 FDS FOR QUARTER FORM 10
<ARTICLE> 5
<MULTIPLIER> 1,000
<PERIOD-TYPE>                               12-MOS
<FISCAL-YEAR-END>                           OCT-31-1999
<PERIOD-END>                                OCT-31-1999
<CASH>                                           77,904
<SECURITIES>                                          0
<RECEIVABLES>                                         0
<ALLOWANCES>                                          0
<INVENTORY>                                           0
<CURRENT-ASSETS>                                 77,904
<PP&E>                                          164,498
<TOTAL-ASSETS>                                  837,908
<CURRENT-LIABILITIES>                            15,078
<BONDS>                                               0
                                 0
                                           0
<COMMON>                                          1,088
<OTHER-SE>                                      807,765
<TOTAL-LIABILITY-AND-EQUITY>                    837,908
<SALES>                                       1,378,255
<TOTAL-REVENUES>                              1,378,255
<CGS>                                           812,943
<TOTAL-COSTS>                                   812,943
<OTHER-EXPENSES>                                967,887
<LOSS-PROVISION>                               <402,575>
<INTEREST-EXPENSE>                                2,954
<INCOME-PRETAX>                                <405,529>
<INCOME-TAX>                                   <405,529>
<INCOME-CONTINUING>                            <405,529>
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                   <405,529>
<EPS-BASIC>                                      <.41>
<EPS-DILUTED>                                      <.41>

</TABLE>


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