ROANOKE TECHNOLOGY CORP, 10-12G/A, 2000-08-10

ROANOKE TECHNOLOGY CORP
10-12G/A, 2000-08-10
BUSINESS SERVICES, NEC

Previous: MILLENNIA AUTOMATED PRODUCTS INC, 10QSB, EX-27, 2000-08-10

Next: FIRST COMMUNITY FINANCIAL CORP /NC/, 10QSB, 2000-08-10

As filed with the Securities and Exchange Commission on
July 25, 1999

Registration No. 0-26715
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 10 TO FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

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

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

1433 GEORGIA AVENUE, ROANOKE RAPIDS, NORTH CAROLINA 27870
(Address of principal executive offices)

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

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

Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A

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

Common Stock, par value $0.0001 per share

(Title of class)

ITEM 1. BUSINESS.

INTRODUCTION

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.

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

We have a history of significant losses. We had a loss of
$305,545 from December 11, 1997 (inception) through October 31,
1998 and $2,686,404 for the year ended October 31, 1999 making an
accumulated deficit of $2,991,949.

FORMATION

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

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

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

SERVICES

Our services are designed to improve the visibility of our
customer's web sites in the Internet. The first level of service,
the "Starter Plan" consists of getting the customer's web sites
registered on about 800 of the most significant search engines.
This service sells for $99, is not actively promoted by us, and
does not carry any visibility 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.

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

Identify appropriate key words or terms for the customer's web
site. The Premium Plan allows for 6 terms and up to 6 additional
terms may be purchased for $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.

(2) Identify the unique characteristics and patterns preferred
by each of the search engine's robot and indexing practices.

(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.

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

(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.

(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).

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

We guarantee the following for our Premium Plan:

- We will secure for our customer no less than 10 placements
somewhere within the top 20 positions somewhere across the top
search engines. We 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.

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

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

- We guarantee placement of our customers URL(s) in the search
engine index. We do not guarantee traffic to a customer's web
site.

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.

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.

TRADEMARKS

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.

PERSONNEL

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.

We expect to continue to add salespersons and hope to add two more
by the end of the fiscal year.

COMPETITION

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

The second method of promoting a site in the search engines is to
purchase positions within the 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.

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

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

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

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

Did-it.com states that for $399 plus $.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.

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.
GENERAL BUSINESS CONDITIONS

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

CUSTOMERS

Our potential market or customer base consists of every business-
oriented web site in the world. As of 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%.

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

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

- Real Estate
- Insurance
- Telephone Equipment
- Auto Supplies
- Plastic Surgeon
- Print Media
- Financial Advisory
- Pet Supplies
- Police Supplies
- e-commerce
- Pump Sprayers
- Farm Equipment
- Printing Supplies
- Recycling
- 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

MATERIAL PROGRAMMING COSTS

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

Material programming costs are:

Year Ending Year Ending
October 31, 1998 October 31, 1999

Total $35,612 $52,729

RESEARCH AND DEVELOPMENT EXPENSES

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.

ITEM 2. FINANCIAL INFORMATION

SELECTED FINANCIAL DATA

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.

SUMMARY OPERATIONS DATA
<TABLE>
<S> <C> <C> <C> <C>
December 11, 1997
Six Quarter Year (Inception)
Months Ending Ending Ending through
April 30, 2000 January 31, 2000 October 31, 1999 October 31, 1998
---------------- ---------------- ---------------- -----------------

Revenue $1,135,884 $529,602 $1,144,122 $ 54,032
Net Gain (Loss) 74,763 <37,809> <2,686,404> (305,545)
Net loss per share Less than .01 Less than (.01) ($0.26) ($ 0.16)
Weighted Average Shares
Used in Computation 11,330,183 11,330,183 10,330,206 1,901,667

SUMMARY BALANCE SHEET DATA
December 11, 1997
Six Quarter Year (Inception)
Months Ending Ending Ending through
April 30, 2000 January 31, 2000 October 31, 1999 October 31, 1998
---------------- ----------------- -------------------------

Total Assets $540,451 $482,147 $485,673 $124,765
Current Assets 142,295 100,306 77,904 67,795
Total Liabilities 84,003 138,271 103,988 69,510
Current Liabilities 81,261 81,334 44,175 34,685
Long-term notes payable -0- 20,052 22,548 32,815
Shareholders' Equity
(Surplus) 456,448 343,876 381,685 55,255
</TABLE>

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

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.

Overview

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.

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.

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.

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
$19,614 attributed to goodwill.

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 $54,032. During the following
year, the Company had $1,144,122 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.

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.

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

Office and general expenses for the period ended October 31, 1998
was $72,181 and $568,807 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.

Results of Operations

The following table sets forth the periods indicated gross
revenue, detailed cost of sales, general and administrative costs,
officer compensation and EBITDA for the Company.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Apr. 00 Percent of Apr. 99 Percent of Twelve Percent of From Percent of
Six Gross Six Gross Months Gross Inception Gross
Months Revenue Months Revenue Ended Revenue 10-31-98 Revenue
-----------------------------------------------------------------------------
Gross Revenue $1,135,884 100.00% 452,450 100.00% $1,144,122 100.00% $ 54,032 100.00%

Cost of Sales:

T1 lines & costs 23,539 4.44% 35,108 25.42% 102,952.32 9.0% 12,601 23.32%
Programmers 13,978 2.84% 51,816 37.51% 65,914.92 5.76% 13,315 24.64%
Sales salaries &
taxes 483,610 91.32% 166,810 120.77% 480,076.71 41.96% 2,385 4.41%
Other consulting - 0.00% 23,870 17.22% 19,507.35 1.71% 0 0%
Other 28,506 5.38% 14,707 10/65% 6,372.68 .56% 184 0.34%

Total 545,927 103.08% 292,221 211.56% 674,824 58.98% 28,485 52.72%

General &
Administrative 545,927 103.08% 1,328,599 961.87% 3,010,636 263.14% 320,581 593.32%
Gain on sale 108,000 - - - - - - -
EBITDA (1) 148,324 28.01% (1,168,370 -845.87% <2,541,338> <222.12%> <295,034><546.03%>
</TABLE>
EBITDA TABLE - CONTINUE
<TABLE>
<S> <C> <C> <C> <C>
Jan. 00 Percent of Jan. 99 Percent of
1st Quarter Gross 1st Quarter Gross
Revenue Revenue
-------------------------------------------------
Gross Revenue $ 52602 100.00% $ 138,127 100.00%

Cost of Sales:

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

Total 260,488 49.19% 96,395 69.79%

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

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

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Cash flows: Twelve Months From Inception Jan. 00 Jan. 99 Apr. 00 Apr. 99
Ended To 1st 1st Six Six
10-31-99 10-31-98 Quarter Quarter Months Months
--------------------------------------------------------------------------------------------
Operating (229,254) (104,915) 27,438 43,912 83,874 27,012
Investing (104,140) ( 38,159) (11,463) (63,228) (64,384) (59,333)
Financing 397,503 156,869 (2,496) 52,835 (5,373) 138,337

EBITDA Calculation

Net income (loss) $<2,686,404> $ <305,545> (37,809) (1,141,402) 74,763 (1,194,159)
Interest, net 2,954 697 (1,468) (166) (1,092) 1,609
Income tax expense
(benefit) -0- -0- -0- -0- - -
Depreciation and
amortization 142,112 9,814 37,391 5,650 74,653 24,180
EBITDA $<2,541,338> $ <295,034> <1,886> (1,135,918) 148,324 (1,168,370)
</TABLE>

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

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

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.

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.

Liquidity and Capital Resources

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.

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.

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.

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.

YEAR 2000 ISSUE

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.

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.

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.

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.

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.

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.

ITEM 3. PROPERTIES

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.

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.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
---------------------------------------------------

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

David L. Smith, Jr. 5,985,000 (1) 52.82%
Glenn Canady 15,000(1) *%
Edwin E. Foster, Jr. -0- -0-

All executive officers and directors 6,000,000 52.96%
as a group (3 persons)

*Less than 1%.
</TABLE>

(1) 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.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------

Our executive officers and directors and their ages as of December
31, 1999 are as follows:

<TABLE>
<S> <C> <C>
Name Age Position
---------- ----- -----------------------------------

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>

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

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

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

Edwin E. Foster, Jr. began working for us as Secretary in 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.

ITEM 6. EXECUTIVE COMPENSATION.
-----------------------

SUMMARY COMPENSATION TABLE

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

Chief Executive Officer, 1998 $ 75,888.67 None None None $78,000
Director

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

Edwin E. Foster, Jr. (4) 1999 $ 18,000 None None None None
Vice President 1998 None None None None None

James Lee (5) 1999 None None None None None
Chief Executive Officer 1998 None None None None $104,325
Secretary and Treasurer
</TABLE>

(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.

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.

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

(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.

(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.
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.

(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.

Compensation of Directors

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.

EMPLOYMENT AGREEMENTS

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.

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.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

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

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

As listed herein in Item 10, Recent Sales of Unregistered
Securities, we completed the Asset Agreement with Offshore. Our
legal counsel, Richard I. Anslow represented both Offshore and the
Company in the Asset Agreement. Offshore and the Company signed
waivers of such conflict of interest so that Mr. Anslow could
represent both parties. Mr. Anslow received an additional 22,500
of our shares based on the Asset Agreement since he previously
held 25,000 shares of Offshore prior to the Asset Agreement.
ITEM 8. LEGAL PROCEEDINGS
-----------------

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.

ITEM 9. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.
-----------------------------------------------------

Our Common Stock, par value $0.0001, has been traded on the OTC
Electronic Bulletin Board under the symbol "RAKE" since October,
1998.

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.

December 31, 1998 5.125 5.125

March 31, 1999 8.00 7.125

June 30, 1999 9.9375 9.75

December 31, 1999 9.00 3.50

Number of Registered Holders

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.

Dividends

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.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------

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.

A list of the investors in the first and second offering is listed
below:

FIRST OFFERING
<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
=======================

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

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

A list of the investors in the above offering is listed below:
<TABLE>
<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>

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

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

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

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

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

On October 13, 1999, we issued 500 and 1,000 shares respectively,
to Russell Jones and Anthony Rennert, employees of the Company, as
compensation for services rendered for the Company. The value of
such issuance was determined to be $.20 cents per share for a
total value of $3,938 and $7,875, respectively. No underwriter was
involved in this transaction. We believe the shares issued in
this transaction did not involve a public offering and were made
in reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.

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

On March 30, 1999, we completed an Asset Purchase Agreement and
Share Exchange ("Asset Agreement") with Offshore Software
Development Ltd. ("Offshore"), a Cayman Islands Corporation.
Pursuant to the Asset Agreement, we purchased all of the assets of
Offshore, specifically four personal computers and two subject
software products with computer codes, in exchange for the
issuance of 9/10ths of one of our common shares for each share of
Offshore held by an Offshore shareholder at the time of the
Closing. This resulted in the issuance of 999,111 of our shares
to the following: Richard McCabe, an officer and director of
Offshore - 25,000 of our shares; Richard I. Anslow, our legal
counsel - 22,500 of our shares; and 951,611 of our shares to
numerous Offshore shareholders. The value of this transaction is
$321,000. 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
$321,000.

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

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

ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
-------------------------------------------------------

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.

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

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

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

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

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

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------

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

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

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
--------------------------------------------

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

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
------------------------------------------------

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------

FINANCIAL STATEMENTS

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

ROANOKE TECHNOLOGY CORPORATION
Financial Statements Table of Contents

FINANCIAL STATEMENTS Page #
<TABLE>
<S> <C>
Accountant's Report 1

Balance Sheets 2 - 3
As of April 30, 2000
And the Year Ended October 31, 1999

Statements of Operations 4
For the Three Months and Six
Months Ended April 30, 2000

Statement of Equity 5
As of April 30, 2000

Cash Flow Statements 6
For the Six Months Ended
April 30, 2000 and 1999

Notes to the Financial Statements 7-11

</TABLE>
VARMA & ASSOCIATES

Review Report of Independent
Certified Public Accountant

To the Shareholder and Board of Directors
of Roanoke Technologies Corporation

We have reviewed the accompanying balance sheet of
Roanoke Technology Corporation as of April 30, 2000,
and the related statements of operations, stockholder's
equity and cash flows for the quarters ending April 30,
2000 and 1999, in accordance with statements on Standards
for Accounting and Review Services issued by the American
Institute of Certified Public Accountants. All
information in these statements is the representation of
management.

A review consists principally of inquiries of company
personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on my review, we are not aware of any material
modifications that should be made to the accompanying
financial statements in order for them to be in
conformity with generally accepted accounting principles.

Varma & Associates
June 15, 2000

ROANOKE TECHNOLOGY CORPORATION
BALANCE SHEETS
As of April, 2000 and October 31, 1999

ASSETS
<TABLE>
<S> <C> <C>
April 30, October 31,
2000 1999
----------- -----------
CURRENT ASSETS
Cash $ 92,023 $ 77,904
Accounts receivable 50,530 0
Employee advance 400 0
----------- -----------
Total Current Assets 142,953 77,904

PROPERTY AND EQUIPMENT

Equipment and leasehold improvements 228,880 164,498
Less: accumulated depreciation 40,627 21,490
----------- -----------

Total Property and Equipment 188,253 143,008

OTHER ASSETS

Organization costs 1,000 1,000
Goodwill 19,614 19,614
Software 313,000 313,000
Less: Accumulated amortization 125,869 70,353
----------- ----------
Net intangibles 207,745 263,261
Deposits 1,500 1,500
------------ ---------
Total Other Assets 209,245 264,761
TOTAL ASSETS $ 540,451 $ 485,673
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

Accounts payable and accrued expenses $ 66,828 $ 37,415
Current maturity of long-term debt 6,705 6,760
----------- ------------
Total current liabilities 73,533 44,175

LONG TERM LIABILITIES

Long term debt 17,175 22,548
Less: current portion 6,705 6,760
----------- ------------
Total long term liabilities 10,470 15,788

Deferred Revenue 0 44,025
----------- ------------
TOTAL LIABILITIES 84,003 103,988

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

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value;
50,000,000 shares authorized;
11,330,183 issued
and outstanding 1,133 1,133
Additional paid-in capital 3,372,501 3,372,501
Retained earnings (2,917,186) (2,991,949)
----------- ------------
TOTAL STOCKHOLDERS' EQUITY 456,448 381,685
----------- ------------

TOTAL LIABILITIES AND EQUITY $ 540,451 $ 485,673
============= =============
</TABLE>

ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C>
Three Months Six Months
Ended April 30 Ended April 30
2000 1999 2000 1999
------- -------- ------- -------
REVENUE
Sales $606,282 314,323 1,135,884 452,450
Cost of sales 289,145 195,826 549,633 292,221
------- -------- ------- -------
GROSS PROFIT 317,137 118,497 586,251 160,229

GENERAL & ADMINISTRATIVE EXPENSES
Advertising 133 2,562 1,568 4,078
Auto 1,405 0 1,818 0
Bank charges 308 106 382 196
Depreciation and amortization 37,262 27,113 74,653 32,763
Dues and subscriptions 236 1,172 680 1,357
Legal and accounting 32,794 32,542 47,327 38,492
Maintenance and repairs 259 659 759 1,436
Marketing 43,987 0 80,281 0
Meals and entertainment 411 2,812 1,182 4,036
Office and occupancy expense 96,458 26,804 196,160 31,516
Rent 10,556 10,450 21,113 13,750
Officers salaries 70,200 62,567 145,400 1,218,217
Telephone 14,914 3,912 41,869 8,158
Travel 3,265 7,363 7,388 7,363
------- -------- -------- --------
Total 312,188 178,062 620,580 1,361,362
------- -------- -------- --------
INCOME (LOSS) FROM OPERATION 4,949 (59,565) (34,329) (1,201,133)

OTHER INCOME AND (EXPENSE)

Interest - net (375) (1,775) 1,092 (1,609)
Gain on sale of stock 108,000 0 108,000 0
------- -------- -------- --------
Total 107,625 (1,775) 109,092 (1,609)
------- -------- -------- --------

NET INCOME (LOSS) $ 112,574 $ (61,340) $ 74,763 $(1,202,742)
======== ======== ======== ========

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

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

</TABLE>

ROANOKE TECHNOLOGY CORPORATION
STATEMENT OF STOCKHOLDER'S EQUITY
As of April 30, 2000

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

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

Net income at April 30 74,763 74,763

Balance at April 30, 2000 11,330,183 $1,133 $3,372,501 $(2,917,186) $ 456,448
===============================================================
</TABLE>
ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
For the Six Months ending April 30, 2000 and 1999

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

Net income (loss) $ 74,763 $(1,202,742)

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

Depreciation and amortization 74,653 32,763
Stock issued for services 0 1,181,250
(Increase) decrease in employee advance (400) 200
(Increase) decrease in accounts receivable (50,530) 0
Increase (decrease) in payables & accrued expenses 29,413 20,991
Increase (decrease) in credit card payable 0 (5,450)
Increase (decrease) in deferred revenue (44,025)
---------- -----------
Total adjustments to net income 9,111 1,229,754
---------- -----------

Net cash flows from operations 83,874 27,012

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid on stockholder loan 0 (21,758)
Capital expenditures on equipment and deposits (64,382) (37,575)
----------- -----------
Net cash flows from investing (64,382) (59,333)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received - stock 138,898
Payments on notes (5,373) (561)
----------- ----------
Net cash flows from financing (5,373) 138,337
----------- ----------
CASH RECONCILIATION

Net increase (decrease) in cash 14,119 106,016
Cash at beginning of year 77,904 13,795
---------- ----------
CASH BALANCE AT April 30 $ 92,023 $119,811
=========== ==========

</TABLE>
ROANOKE TECHNOLOGY CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(See Audit Report)

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

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

Revenue Recognition and Service Warranty Revenues
----------------------------------------
resulting from technology consulting services is
recognized as such services are performed, paid and
complete the service guarantee of 90 days. A deferred
revenue account 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. During February of 2000 the service
agreement was changed thus not requiring a deferred revenue
account. 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Stock-Based Compensation In accordance with the
------------------------
recommendations in SFAS No. 123, "Accounting for Stock-Based
Compensation," ("SFAS No. 123"), The Company's
management has considered adopting this optional standard
for disclosure purposes, along with Accounting Principles
Board opinion no. 25. The Company may consider using
full implementation of SFAS No. 123 at a future date.
The Company accounted for the stock bonus of 750,000
shares of restricted stock given to the President of the
company as compensation. The bonus was accounted for in
the current period in order to match the compensation
expense with the time in which it was earned. In
accordance with the tax accounting, the compensation will
not be deductible until the President sells those shares.
The shares are restricted from sale for a period of two
years from the date of issuance and are accounted for at
their fair value.

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

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

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

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

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

2. Related Party Transactions and Going Concern:
----------------------------------------------

The Company's financial statements have been presented on
the basis that it is a going concern, which contemplates
the realization of assets and the satisfaction of
liabilities in the normal course of business.
The Company has suffered losses from operations and may
require additional capital to continue as a going concern
as The Company develops its new markets. Management
believes The Company will continue as a going concern in
its current market and is actively marketing its products
and 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. Management is also embarking on other
strategic initiatives to expand its business
opportunities. However, there can be no assurance these
activities will be successful.

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 demand notes that were 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 amounts were paid back with money
and a conversion of $35,000 from a demand note to a
contribution of capital. An amount of 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.

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

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.

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

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

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

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

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

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

Long term debt consists of:

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

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

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

<TABLE>
<S> <C> <C> <C>
For the quarter ending April 30, 2000 For the quarter ending April 30, 1999
YEAR AMOUNT YEAR AMOUNT
2000 6,705 2000 5,820
2001 7,727 2001 6,705
2002 2,079 2002 7,727
2003 664 2003 2,079
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

Stock Incentive Plans

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company paid interest in the amount of $373 during the six
months ended April 30, 2000 and $2,954 during
the twelve months ending October 31, 1999. The Company has no
income tax payments due and
did not pay any income tax amounts during the period.

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

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

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

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

Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations

Forward-Looking Statements
--------------------------

Forward-looking statements, based on management's current views
and assumptions, are made throughout the Management's Discussion
and Analysis and elsewhere in this report to stockholders. These
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical
results and those presently anticipated or projected. Among the
factors that may affect operating results are the following:
success of the Company's change in focus; competitive environment;
and general economic conditions. Our Form 10 for the year ended
October 31, 1999 contains further discussion of these matters.

Result of Operations
--------------------

As compared to the prior year's quarter, significant increases in
expenses related to marketing, office and telephone costs have
been incurred. This increase in costs is directly related to the
Company expanding its marketing efforts to include Europe in its
efforts to market its services. In addition to this increase in
costs from marketing efforts, the Company also had an increase in
its depreciation and amortization costs. This increase was due to
the acquisition of computers and software programs that are used
to enhance the Company's services that it provides.

During the second quarter of the year, the Company created a
corporation, Global GPP Corp, a North Carolina corporation, to
hold the title of a web based internet site. The Company sold an
80% interest in the corporation for $108,000 to Internet
Business's International, a Nevada Corporation.

Losses from operations decreased for the six months ended
April30, 2000 as compared for the six months ended April 30, 1999.
The decrease in losses was due in part by increased sales staff
and a decrease in officer stock compensation. The Company also
had an increase in the revenue from the sale of a partial
interest in Global GPP Corp. In addition the company is actively
seeking additional marketing capabilities outside of the United
States.

Selling, general and administrative expenses increased due to
additional marketing costs, website development costs and
amortization for additional operating resources. These same costs
were decreased, as compared to the prior year quarter, by officer
compensation in the form of stock.

Liquidity
---------

Net cash flows from operating activities increased for the
quarters ending April 30, 2000 as compared to the quarter ending
April 30, 1999 due to the sale of a partial interest in Global GPP
Corp., otherwise a decrease would be experienced due to the
increased sales staff and marketing costs that is needed to
generate future sales growth in the United States and abroad.

The Company has maintained a positive working capital balance due
to its limited amount of debt and its ability to fund operations
through its stock offerings.

Future Outlook
---------------

During the quarter ended January 31, 2000 the Company was actively
marketing a new website along with its current services provided.
The Company is actively marketing its technology within the United
States, as well as in Europe. The Company is also considering at
this time contractual agreements that will enable the Company to
increase the visibility in broader markets. There is no guarantee
that such efforts will produce expected results, however; the
Company is pleased with its results to date as these result have
fallen in line with the Company's expectations.

ROANOKE TECHNOLOGY CORPORATION

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

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

Independent Auditor's Report 1

Balance Sheets 2 - 3

Statements of Operations 4

Statements of Stockholder's Equity 5

Cash Flow Statement 6

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

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

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

We have audited the accompanying balance sheet of
Roanoke Technology Corporation, as of October 31, 1999 and 1998,
and the related statements of income, retained earnings
and cash flows for the year ended 1999 and 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.

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

In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Roanoke Technology Corporation, as of
October 31, 1999 and 1998, and the results of its operations and
its cash flows for the year ended 1999 and from December 11, 1997
(inception) through October 31, 1998 in conformity
with generally accepted accounting principles.

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

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

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

PROPERTY AND EQUIPMENT

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

OTHER ASSETS

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

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

CURRENT LIABILITIES

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

LONG TERM LIABILITIES

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

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

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

STOCKHOLDERS' EQUITY

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

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

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

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

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

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

OTHER INCOME AND (EXPENSE)

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

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

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

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

PLEASE READ AUDITOR'S REPORT
</TABLE>

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

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

PLEASE READ AUDITOR'S REPORT
</TABLE>

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

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

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

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

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

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES

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

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

PLEASE READ AUDITOR'S REPORT

</TABLE>

ROANOKE TECHNOLOGY CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(See Audit Report)

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

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

Revenue Recognition and Service Warrantee
-----------------------------------------
Revenues resulting from technology consulting services is recognized
as such services are performed, paid and complete the service
guarantee of 90 days. A deferred revenue account has been
established in the financial statements to account for revenue and
costs of revenue to be recognized in the income statement at the end
of the service agreement period. Services are paid for in advance
of the service being performed. The services performed are
completed by a software program leaving the time when a service is
paid for and the time the service is performed immaterial. The
Company has no extended maintenance contracts and warrants its
consulting services to meet the consulting service contract
guarantee. No provisions for estimated future costs relating to
service warranties have been made as these costs have been
historically immaterial. The Company's management feels that the
deferral of revenue and related costs of revenue for the guarantee
period of 90 days to be sufficient.

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

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

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

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

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

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

Long-lived Assets - Long lived assets, including property and
----------------- equipment and certain intangible assets to be held
and used by the Company are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying value of the
assets may not be recoverable. Impairment losses are recognized if
expected future cash flows of the related assets are less than their
carrying values. Measurement of an impairment loss is based on the
fair value of the asset. Long-lived assets and certain identifiable
intangibles to be disposed of are reported at the lower of carrying
amount or fair value less cost to sell.
Intangibles Goodwill represents the excess of
-----------
purchase price over the fair value of business acquired and is
amortized on a straight-line basis over 3 years.

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

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

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

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

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

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

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

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

Stock-Based Compensation In accordance with
------------------------
the recommendations in SFAS No. 123, "Accounting for Stock-Based
Compensation," ("SFAS No. 123"), The Company's management has
considered adopting this optional standard for disclosure purposes,
along with Accounting Principles Board opinion no. 25. The Company
may consider using full implementation of SFAS No. 123 at a future
date. The Company accounted for the stock bonus of 750,000 shares
of restricted stock given to the President of the company as
compensation. The bonus was accounted for in the current period in
order to match the compensation expense with the time in which it
was earned. In accordance with the tax accounting, the compensation
will not be deductible until the President sells those shares. The
shares are restricted from sale for a period of two years from the
date of issuance and are accounted for at their fair value.

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

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

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

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

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

2. Related Party Transactions and Going Concern:
---------------------------------------------

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

The Company has suffered losses from operations and may require
additional capital to continue as a going concern as The Company
develops its new markets. Management believes The Company will
continue as a going concern in its current market and is actively
marketing its services which would enable The Company to meet its
obligations and provide additional funds for new services
development. In addition, management is currently negotiating
several additional contracts for its services and products.
Management is also embarking on other strategic initiatives to
expand its business opportunities. However, there
can be no assurance these activities will be successful.

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

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

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

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

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

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

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

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

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

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

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

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

Long term debt consists of:

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

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

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

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

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

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

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

9. Stockholders' Equity:
---------------------
Preferred Stock
---------------

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

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

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

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

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

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

Stock Incentive Plans

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

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

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

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

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

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

Effective May 29, 1998, The Company acquired all the outstanding
common stock of Top-10 Promotions, Inc., consisting of 100 shares,
effective. These shares were redeemed and 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.

Simultaneous with the acquisition, The Company purchased all of the
remaining authorized shares from 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.

10. Acquisitions - continued:

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

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

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

At November 1, 1998 The Company's management approved the issuance
of 750,000 shares of restricted common shares of The Company to the
former owner of Top-10 Promotions for attaining gross revenues in
excess $200,000.00 or more in sales for the first three month period
of 1999. The shares have been issued and management values the
compensation at $150,000 in agreement with the same fair value
computation as attributed to the purchase of assets from the
acquisition of Offshore Software Development Ltd. noted in footnote
ten.

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

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

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

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

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

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

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

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

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

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

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

ROANOKE TECHNOLOGY CORPORATION
Financial Statements Table of Contents

FINANCIAL STATEMENTS Page #
<TABLE>
<S> <C>
Accountant's Report 1

Balance Sheets 2 - 3
As of January 31, 2000
And the Year Ended October 31, 1999

Statements of Operations 4
For the Three Months Ended
January 31, 2000 and 1999

Statement of Equity 5
As of January 31, 2000

Cash Flow Statements 6
For the Three Months Ended
January 31, 2000 and 1999

Notes to the Financial Statements 7-11

</TABLE>
VARMA & ASSOCIATES

Review Report of Independent
Certified Public Accountant

To the Shareholder and Board of Directors
of Roanoke Technologies Corporation

We have reviewed the accompanying balance sheet of
Roanoke Technology Corporation as of January 31, 2000,
and the related statements of operations, stockholder's
equity and cash flows for the quarters ending January 31,
2000 and 1999, in accordance with statements on Standards
for Accounting and Review Services issued by the American
Institute of Certified Public Accountants. All
information in these statements is the representation of
management.

A review consists principally of inquiries of company
personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on my review, we are not aware of any material
modifications that should be made to the accompanying
financial statements in order for them to be in
conformity with generally accepted accounting principles.

Varma & Associates
March 15, 2000

ROANOKE TECHNOLOGY CORPORATION
BALANCE SHEETS
As of January 31, 2000 and October 31, 1999

ASSETS
<TABLE>
<S> <C> <C>
January 31, October 31,
2000 1999
----------- -----------
CURRENT ASSETS
Cash $ 91,383 $ 77,904
Accounts receivable 8,923 0
----------- -----------
Total Current Assets 100,306 77,904

PROPERTY AND EQUIPMENT

Equipment and leasehold improvements 175,961 164,498
Less: accumulated depreciation 31,123 21,490
----------- -----------

Total Property and Equipment 144,838 143,008

OTHER ASSETS

Organization costs 1,000 1,000
Goodwill 19,614 19,614
Software 313,000 313,000
Less: Accumulated amortization 98,111 70,353
----------- ----------
Net intangibles 235,503 263,261
Deposits 1,500 1,500
------------ ---------
Total Other Assets 237,003 264,761
TOTAL ASSETS $ 482,147 $ 485,673
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

Accounts payable and accrued expenses $ 74,194 $ 37,415
Current maturity of long-term debt 7,140 6,760
----------- ------------
Total current liabilities 81,334 44,175

LONG TERM LIABILITIES

Long term debt 20,052 22,548
Less: current portion 7,140 6,760
----------- ------------
Total long term liabilities 12,912 15,788

Deferred Revenue 44,025 44,025
----------- ------------
TOTAL LIABILITIES 138,271 103,988

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

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value;
50,000,000 shares authorized;
11,330,183 issued
and outstanding 1,133 1,133
Additional paid-in capital 3,372,501 3,372,501
Retained earnings (3,029,758) (2,991,949)
----------- ------------
TOTAL STOCKHOLDERS' EQUITY 343,876 381,685
----------- ------------

TOTAL LIABILITIES AND EQUITY $ 482,147 $ 485,673
============= =============
</TABLE>

ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
For the There Months Ending January 31, 2000 and 1999
<TABLE>
<S> <C> <C>
2000 1999
------------ ---------
REVENUE
Sales $ 529,602 $ 138,127
Cost of sales 260,488 96,395
------------ ---------
GROSS PROFIT 269,114 41,732

GENERAL AND ADMINISTRATIVE EXPENSES
Advertising 1,435 1,516
Auto 413 0
Bank charges 74 90
Depreciation and amortization 37,391 5,650
Dues and subscriptions 444 185
Legal and accounting 14,534 5,950
Maintenance and repairs 500 777
Marketing 36,293 0
Meals and entertainment 771 1,224
Office and occupancy expense 99,702 4,712
Rent 10,556 3,300
Officers salaries and compensation 75,200 1,155,650
Telephone 26,955 4,246
Travel 4,123 0
-------- ----------
Total general and administrative expenses 308,391 1,183,300
-------- ----------
INCOME (LOSS) FROM OPERATION (39,277) (1,141,568)

OTHER INCOME AND (EXPENSE)

Interest - net 1,468 166
-------- ----------
Total other income and expense 1,468 166
-------- ----------

NET INCOME (LOSS) $ (37,809) $ (1,141,402)
============ ===============

NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share Less than(.01) (.12)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding 11,330,183 9,418,750

</TABLE>

ROANOKE TECHNOLOGY CORPORATION
STATEMENT OF STOCKHOLDER'S EQUITY
As of January 31, 2000

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

Third offering 1,349,572 135 354,635 354,770
Issuance for consulting fees 250,000 25 24,975 25,000
Officer Compensation 850,000 85 1,991,165 1,991,250
Asset acquisition 999,111 99 320,901 321,000
Stock issued for services 1,500 11,813 11,813
Net loss for the year (2,686,404) (2,686,404)
---------------------------------------------------------------
Balance at October 31,1999 11,330,183 $1,133 $3,372,501 $(2,991,494) $ 381,685

Net loss for the quarter (37,809) (37,809)

Balance at January 31, 2000 11,330,183 $1,133 $3,372,501 $(3,029,758) $ 343,876
===============================================================
</TABLE>
ROANOKE TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
For the Three Months ending January 31, 2000 and 1999

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

Net income (loss) $ (37,809) $(1,141,402)

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

Depreciation and amortization 37,391 5,650
Stock issued for services 0 1,181,250
(Increase) decrease in employee advance 0 (300)
(Increase) decrease in accounts receivable (8,923) 0
Increase (decrease) in payables & accrued expenses 36,779 0
Increase (decrease) in credit card payable 0 (5,450)
---------- -----------
Total adjustments to net income 65,247 1,185,314
---------- -----------

Net cash flows from operations 27,438 43,912

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid on stockholder loan 0 (40,566)
Capital expenditures on equipment and deposits (11,463) (22,662)
----------- -----------
Net cash flows from investing (11,463) (63,228)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received - stock subscriptions 53,000
Payments on notes (2,496) (165)
----------- ----------
Net cash flows from financing (2,496) 52,835
----------- ----------
CASH RECONCILIATION

Net increase (decrease) in cash 13,479 33,519
Cash at beginning of year 77,904 13,795
---------- ----------
CASH BALANCE AT END OF QUARTER $ 91,383 $ 47,314
=========== ==========

</TABLE>
ROANOKE TECHNOLOGY CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(See Audit Report)

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

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

Revenue Recognition and Service Warranty Revenues
----------------------------------------
resulting from technology consulting services is
recognized as such services are performed, paid and
complete the service guarantee of 90 days. A deferred
revenue account 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Stock-Based Compensation In accordance with the
------------------------
recommendations in SFAS No. 123, "Accounting for Stock-Based
Compensation," ("SFAS No. 123"), The Company's
management has considered adopting this optional standard
for disclosure purposes, along with Accounting Principles
Board opinion no. 25. The Company may consider using
full implementation of SFAS No. 123 at a future date.
The Company accounted for the stock bonus of 750,000
shares of restricted stock given to the President of the
company as compensation. The bonus was accounted for in
the current period in order to match the compensation
expense with the time in which it was earned. In
accordance with the tax accounting, the compensation will
not be deductible until the President sells those shares.
The shares are restricted from sale for a period of two
years from the date of issuance and are accounted for at
their fair value.

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

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

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

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

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

2. Related Party Transactions and Going Concern:
----------------------------------------------

The Company's financial statements have been presented on
the basis that it is a going concern, which contemplates
the realization of assets and the satisfaction of
liabilities in the normal course of business.
The Company has suffered losses from operations and may
require additional capital to continue as a going concern
as The Company develops its new markets. Management
believes The Company will continue as a going concern in
its current market and is actively marketing its products
and 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. Management is also embarking on other
strategic initiatives to expand its business
opportunities. However, there can be no assurance these
activities will be successful.

The 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 amounts were paid back with money
and a conversion of $35,000 from a demand note to a
contribution of capital. An amount of 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.

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

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.

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

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

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

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

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

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

Long term debt consists of:

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

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

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

<TABLE>
<S> <C> <C> <C>
For the quarter ending January 31, 2000 For the quarter ending January 31, 1999
YEAR AMOUNT YEAR AMOUNT
2000 7,140 2000 26,450
2001 8,241 2001 1,725
2002 3,292 2002 2,075
2003 1,379 2003 2,400
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

Stock Incentive Plans

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

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

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

On March 30, 1999 The Company acquired 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.

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 the shareholders of that
company. The Company's management has valued the transaction at
$622,000.

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

The assets included were comprised of four computers valued at
$8,000 and two software programs valued at $313,000. The value of
these assets was determined on the basis of the management's
estimation.

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.

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

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

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

At November 1, 1998 The Company's management approved the
issuance of 750,000 shares of restricted common shares of
The Company to the former owner of Top-10 Promotions for
attaining gross revenues in excess $200,000.00 or more in
sales for the first three month period of 1999. The
shares have been issued and management values the
compensation at $150,000 in agreement with the same fair
value computation as attributed to the purchase of assets
from the acquisition of Offshore Software Development
Ltd. noted in footnote ten.

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

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

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

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

The Company accrues payroll and income taxes. The
Company, currently a C-Corporation, accounts for income
taxes in accordance with Statements on Financial
Accounting Standards 109. As of April 30, 2000, The
Company had a deferred tax asset in the amount of
$440,000 that is derived from a net operating tax loss
carryforward associated with stock compensation. The
deferred tax assets will expire during the years ending
October 31, 2018 and 2019 in the amounts of $40,000 and
$400,000 respectively. It is uncertain as to when this
compensation will be deductible as it can only be
deducted for tax purposes when the officers sell the
respective shares.

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

The Company paid interest in the amount of $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.

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

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

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

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

Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations

Forward-Looking Statements
-------------------------------------

Forward-looking statements, based on management's current views and
assumptions, are made throughout the Management's Discussion and
Analysis and elsewhere in this report to stockholders. These
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical results
and those presently anticipated or projected. Among the factors
that may affect operating results are the following: success of the
Company's change in focus; competitive environment; and general
economic conditions. Our Form 10 for the year ended October 31,
1999 contains further discussion of these matters.

Result of Operations
---------------------

As compared to the prior year's quarter, significant increases in
expenses related to marketing, office and telephone costs have been
incurred. This increase in costs is directly related to the Company
expanding its marketing efforts to include Europe in its efforts to
market its services. In addition to this increase in costs from
marketing efforts, the Company also had an increase in its
depreciation and amortization costs. This increase was due to the
acquisition of computers and software programs that are used to
enhance the Company's services that it provides.

Losses from operations decreased to $39,277 for the three months
ended January 31, 2000 as compared for the three months ended
January 31, 1999. The decrease in losses was due in part by
increased sales staff and a decrease in officer stock compensation.
In addition the company is actively seeking additional marketing
capabilities outside of the United States.

Selling, general and administrative expenses increased due to
additional marketing costs, website development costs and
amortization for additional operating resources. These same costs
were decreased, as compared to the prior year quarter, by officer
compensation in the form of stock.

Liquidity
------------
Net cash flows from operating activities decreased for the quarter
ending January 31, 2000 as compared to the quarter ending January
31, 1999. This decrease is due to the increased sales staff and
marketing costs that is needed to generate future sales growth in
the United States and abroad.

The Company has maintained a positive working capital balance due to
its limited amount of debt and its ability to fund operations
through its stock offerings. Working capital increased from $12,349
in the first quarter of 1999 to $18,972 in the first quarter of
2000.

Future Outlook
--------------

During the quarter ended January 31, 2000 the Company was actively
marketing a new website along with its current services provided.
The Company is actively marketing its technology within the United
States, as well as in Europe. The Company is also considering at
this time contractual agreements that will enable the Company to
increase the visibility in broader markets. There is no guarantee
that such efforts will produce expected results, however; the
Company is pleased with its results to date as these result have
fallen in line with the Company's expectations.

TOP-10 PROMOTIONS, INC.
Financial Statements Table of Contents
From November 17, 1997 (Inception) through May 28, 1998

FINANCIAL STATEMENTS Page #

Independent Auditor's Report 1

Balance Sheet 2

Statement of Operations and Retained Deficit 3

Cash Flow Statement 4

Notes to the Financial Statements 5-9

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

To the Board of Directors and Stockholders
TOP-10 Promotions, Inc.
Roanoke Rapids, North Carolina

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.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of 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.

/s/Varma and Associates
Varma and Associates
Certified Public Accountants
Longwood, Florida
November 15, 1999

TOP-10 PROMOTIONS, INC.
BALANCE SHEET
As of MAY 28, 1998

ASSETS
<TABLE>
<S> <C> <C>
CURRENT ASSETS

Cash $ 1,185

PROPERTY AND EQUIPMENT

Equipment $ 5,843
Less: accumulated depreciation (894)
-----------
Total Equipment 4,949 4,949
----------
TOTAL ASSETS $ 6,134
===========

LIABILITIES AND STOCKHOLDER'S EQUITY
-------------------------------------

CURRENT LIABILITIES
Accrued expenses $ 2,564
Stockholder loan 7,800
---------------
Total Current Liabilities 10,364 10,364

STOCKHOLDER'S EQUITY

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
----------

The accompanying notes are an integral part of these financial statements.
</TABLE>

TOP-10 PROMOTIONS, INC.
STATEMENT OF OPERATIONS
From November 17, 1997 (Inception) Through May 28, 1998
<TABLE>
<S> <C> <C>
REVENUE

Sales $ 168,836
Cost of sales 58,562
----------
GROSS PROFIT 110,274 $ 110,274

GENERAL AND ADMINISTRATIVE EXPENSES

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)

Retained Earnings, Beginning Balance 0
-----------
RETAINED EARNINGS, ENDING BALANCE $ (4,330)

NET EARNINGS PER SHARE
Basic and Diluted
Net earnings per share $(43.30)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding 100

The accompanying notes are an integral part of these financial statements.
</TABLE>

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

Net income (loss) $ (4,330)

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

Depreciation $ 894
Increase (decrease) in payables for expense 2,564
----------
Total adjustments to net income 3,458 3,458
----------

Net cash provided by (used in) operating activities (872)

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures on equipment (5,843)
Loan from Stockholder 7,800
----------
Net cash flows provided by (used in)
investing activities 1,957 1,957

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock 100
-----------
Net cash provided by (used in) financing activities 100 100

CASH RECONCILIATION

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>

TOP-10 PROMOTIONS, INC.
As of May 28, 1998
(See Audit Report)

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

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.

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.

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.

Revenue Recognition and Service Guarantee - 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
provisions for estimated future costs relating to service
warranties have been made as these costs have been historically
inmaterial. The Company's management feels that the deferral of
revenue and related costs of revenue for the guarantee period of
90 days to be sufficient.

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

Basis of Accounting - The Company's financial statements are
-------------------
prepared in accordance with generally accepted accounting
principles.

TOP-10 PROMOTIONS, INC.
As of May 28, 1998
(See Audit Report)

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

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

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

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.

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

Income Taxes - The Company utilizes the asset and liability method

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

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

TOP-10 PROMOTIONS, INC.
As of May 28, 1998
(See Audit Report)

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.

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

2. Related Party Transactions and Going Concern:
---------------------------------------------

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

The Company has suffered losses from operations and may require
additional capital to continue as a going concern as the company
develops its 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.

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

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.

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

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.

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

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

TOP-10 PROMOTIONS, INC.
As of May 28, 1998
(See Audit Report)

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

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

7. Operating Lease Agreements:
---------------------------

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.

8. Stockholder's Equity:
---------------------

Common Stock includes 100,000 shares authorized at no par value
and 100 shares outstanding.

9. Subsequent event:
-----------------

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.

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.

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.

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.

TOP-10 PROMOTIONS, INC.
As of May 28, 1998
(See Audit Report)

9. Subsequent event continued:
-----------------------------

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.

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

The Company accrues payroll and income taxes. The Company,
currently a C-Corporation, accounts for income taxes in accordance
with Statements on Financial Accounting Standards 109. At this
time, The Company considers the effects of accounting for deferred
tax assets and liabilities to be immaterial to the financial
statements.

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

The company has paid no amounts for federal income taxes and
interest.

12. 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.

SIGNATURES

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.

ROANOKE TECHNOLOGY CORP.

By: /s/ David Smith
------------------------
David Smith
President

Dated: August 10, 2000

EXHIBITS

Exhibit No. Description

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

3.2 By-laws of Roanoke Technology Corp. *

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

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

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

27.1 Financial Data Schedule for Roanoke Technology
Corp.

* Filed with initial filing of Form 10 on July 15, 1999