SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  |X|
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended July 31, 2005  OR  |_|
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission file number 0-26715  ROANOKE TECHNOLOGY CORP. (Exact name of registrant as specified in its charter)  Florida
        22-3558993(State or other jurisdiction of incorporationor organization)
        (I.R.S. Employer Identification No.)  2720 N. Wesleyan Blvd., Rocky Mount, North Carolina
        27804(Address of principal executive offices)
        (Zip Code)  (252) 428-0200 (Registrants telephone number, including area code)  539 Becker Drive, Roanoke Rapids, North Carolina 27870 (Former name, former address and former fiscal year, if changed since last report)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of September 21, 2005, we had 2,946,524,239 shares of common stock outstanding, $0.0001 par value.     ROANOKE TECHNOLOGY CORP.







PART I - FINANCIAL INFORMATION



Item 1. Financial Statements:



BASIS OF PRESENTATION



The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the year ended October 31, 2004. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended July 31, 2005 are not necessarily indicative of results that maybe expected for the year ending October 31, 2005. The financial statements are presented on the accrual basis.



FINANCIAL STATEMENTS AND EXHIBITS.



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 AND SUBSIDIARY

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JULY 31, 2005

(UNAUDITED)




ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY



CONTENTS






PAGE
        1
        CONDENSED CONSOLIDATED BALANCE SHEET AS OF JULY 31, 2005 (UNAUDITED)PAGE
        2
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2005 AND 2004 (UNAUDITED)PAGE
        3
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 2005 AND 2004 (UNAUDITED)PAGES
        4 - 7
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATEDBALANCE SHEET

AS OF JULY 31, 2005

(UNAUDITED)










ASSETSCURRENT ASSETSCash
        $
        16,229Accounts receivable, net
        
        57,482Prepaid expenses and other current assets
        
        3,017Total Current Assets
        
        76,728PROPERTY AND EQUIPMENT, NET
        
        277,024OTHER ASSETSRestricted cash
        
        16,949Deposits
        
        8,150Total Other Assets
        
        25,099TOTAL ASSETS
        $
        378,851LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIESAccounts payable and accrued expenses
        $
        62,656Accrued interest
        
        46,695Payroll tax and penalty payable
        
        803,636Loan from officer
        
        570,572Total Current Liabilities
        
        1,483,559LONG-TERM LIABILITIESNotes payable, net
        
        897,640Total Long-Term Liabilities
        
        897,640TOTAL LIABILITIES
        
        2,381,199STOCKHOLDERS DEFICIENCYPreferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding
        
        -Class A common stock, $0.0001 par value, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding
        
        1,000Common stock, $0.0001 par value, 5,000,000,000 shares authorized, 2,946,524,239 shares issued and outstanding
        
        294,652Additional paid in capital
        
        21,054,929Accumulated deficit
        
        (23,352,929)Total Stockholders Deficiency
        
        (2,002,348)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
        $
        378,851



See accompanying notes to condensed consolidated financial statements.

1


ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATEDSTATEMENTS OF OPERATIONS

(UNAUDITED)










For the Three Months Ended July 31, 2005
        
        For the Three Months Ended July 31, 2004
        
        For the Nine Months Ended July 31, 2005
        
        For the Nine Months Ended July 31, 2004REVENUE
        $
        254,291
        $
        188,007
        $
        684,760
        $
        609,737COST OF SALES
        
        54,155
        
        200,625
        
        209,606
        
        474,334GROSS PROFIT
        
        200,136
        
        (12,618)
        
        475,154
        
        135,403OPERATING EXPENSESGeneral and administrative
        
        244,814
        
        7,858,226
        
        679,012
        
        9,982,042Research and development
        
        -
        
        22,136
        
        -
        
        89,082Total Operating Expenses
        
        244,814
        
        7,880,362
        
        679,012
        
        10,071,124LOSS FROM OPERATIONS
        
        (44,678)
        
        (7,892,980)
        
        (203,858)
        
        (9,935,721)OTHER EXPENSEOther income  gain from litigation
        
        4,795
        
        106,590
        
        4,795
        
        110,590Interest expense
        
        (56,372)
        
        (27,257)
        
        (159,404)
        
        (83,163)Interest income
        
        -
        
        -
        
        2
        
        -Total Other Expense
        
        (51,577)
        
        79,333
        
        (154,607)
        
        27,427NET LOSS
        $
        (96,255)
        $
        (7,813,647)
        $
        (358,465)
        $
        (9,908,294)Net loss per share - basic and diluted
        $
        -
        $
        -
        $
        -
        $
        (0.01)Weighted average number of shares outstanding during the period - basic and diluted
        
        2,946,524,239
        
        2,218,064,329
        
        2,967,232,941
        
        1,494,151,286




See accompanying notes to condensed consolidated financial statements.

2


ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

(UNAUDITED)








For the Nine Months Ended July 31, 2005
        
        For the Nine Months Ended July 31, 2004CASH FLOWS FROM OPERATING ACTIVITIES:Net loss (loss)
        $
        (358,464)
        $
        (9,908,294)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Amortization of discount on notes payable
        
        99,376
        
        -Depreciation and amortization
        
        42,675
        
        37,716In-kind contribution of interest expense
        
        18,750
        
        -Compensation in the form of stock
        
        -
        
        9,770,000Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
        
        (41,399)
        
        (39,933)(Increase) decrease in prepaid expenses and other current assets
        
        733
        
        -(Increase) decrease in deposits
        
        -
        
        (2,900)Increase (decrease) in accounts payable and accrued expenses
        
        67,872
        
        (179,812)Increase (decrease) in employee loan
        
        -
        
        (5,090)Net Cash Used In Operating Activities
        
        (170,457)
        
        (328,313)CASH FLOWS FROM INVESTING ACTIVITIES:Cash paid for equipment
        
        -
        
        (53,403)Net Cash Used In Investing Activities
        
        -
        
        (53,403)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from (payments on) officer loan
        
        70,572
        
        466,251Restricted cash
        
        (16,949)
        
        -Proceeds from note payable
        
        300,000
        
        -Proceeds from beneficial conversion
        
        75,000
        
        -Payments of principal on note payable
        
        (268,099)
        
        -Net Cash Provided By Financing Activities
        
        160,524
        
        466,251NET INCREASE (DECREASE) IN CASH
        
        (9,933)
        
        84,535CASH AT BEGINNING OF PERIOD
        
        26,162
        
        18,306CASH AT END OF PERIOD
        $
        16,229
        $
        102,841SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest expense
        $
        -
        $
        -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:




During November 2004, the Company exchanged 100,000,000 shares of common stock for 10,000,000 shares of Class A common stock.





See accompanying notes to condensed consolidated financial statements.

3


ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS OF JULY 31, 2005

(UNAUDITED)









NOTE 1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of Presentation



The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.



It is managements opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.



(B) Use of Estimates



In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.



(C) Consolidation



The accompanying consolidated financial statements for 2005 and 2004 include the accounts of Roanoke Technology Corporation and its wholly owned subsidiary TOP-10 Promotions, Inc. All material intercompany transactions and balances have been eliminated in the consolidation.



(D) Income Taxes



The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (Statement 109). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





4


ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS OF JULY 31, 2005

(UNAUDITED)







(E) Loss Per Share



Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, Earnings Per Share.  As of July 31, 2005 and 2004, the effect of the convertible notes payable was anti-dilutive and not included in the calculation of diluted net loss per share.



(F) Business Segments



The Company operates in one segment and therefore segment information is not presented.



(G) Recent Accounting Pronouncements



Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4 SFAS No. 152, Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67, SFAS No. 153, Exchanges of Non-monetary Assets  an amendment of APB Opinion No. 29, and SFAS No. 123 (revised 2004), Share-Based Payment, were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current applicability to the Company and have no effect on the financial statements.




NOTE 2
        CONVERTIBLE NOTES PAYABLE

In September 2004 and December 2004, the Company received $692,500 and $300,000, respectively of proceeds, net of offering costs and beneficial conversion feature, from the issuance of $825,000 and $375,000 notes payable, respectively of 5% convertible promissory notes due three years from the date of issuance. The debentures are convertible at the holders option any time up to maturity at a conversion price equal to the lower of (1) 120% of the volume weighted average price of the common stock on the date of the debentures or (2) 80% of the volume weighted average price of the common stock of the Company for five trading days immediately preceding the conversion date. The offering costs are being amortized over the life of the convertible notes payable of three years. The principal and accrued interest are due in full on the maturity date. The convertible notes payable are
secured by all the assets and property of the Company.




Note payable - Face
        $
        1,200,000Note payable  Discount
        
        (302,360)$
        897,640







5


ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS OF JULY 31, 2005

(UNAUDITED)








NOTE 3
        LOAN FROM OFFICER

During 2004, the Company received a non-interest bearing loan from its President. The loan is unsecured and due on demand. During the nine months ended July 31, 2005, the Company received $70,572 in loan proceeds from its President. In addition, the Company recorded an in-kind contribution of $18,750 for the fair value of interest contributed by its President. The total outstanding principal at July 31, 2005 was $570,572.




NOTE 4
        COMMITMENTS AND CONTINGENCIES

Sancor Industries Ltd. v. Sun-Mar Corporation, Top-10 Promotions, Inc. and Roanoke Technology Corp. Ontario Superior Court of Justice, Court File No.99-CV-172600 CMA. A judgment was granted against us for unauthorized insertion of the plaintiffs trademarks in our mega-tags. A settlement agreement was subsequently entered into. On March 18, 2005 the Company was recently served with a Statement of Claim based on a failure to pay under the settlement agreement and promissory note. The settlement agreement called for the shares issued under the agreement to have a minimum value one year for the date of issuance. The Company feels that the settlement agreement was complied with in full by the company and no additional amounts are due under the settlement agreement. As of September 20, 2005, the suit is in the initial stages and no amounts have been accrued.



AJW Partners, LLC, AJQ Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC v. Roanoke Technology Corp., Supreme Court of the State of New York, Index No. 04-600698. The complaint was filed on March 16, 2004 and served on March 19, 2004. The lawsuit was commenced based upon stock purchase agreement comprised of convertible debenture bonds with attached warrants with the plaintiffs. The suit was settled in full during 2004.



T&B Associates, Inc. and Thomas Bojadzijev v. Roanoke Technology Corp., Circuit Court of Orange Count, Florida, Case # 05-CA-3669. On May 2, 2005 we were serviced with a summons and complaint based upon a breach of contract. We have retained local counsel in Florida to defend us in this action. The complaint seeks declaratory and injunctive relief for the withdraw of shares issued to a third party, which shares were issued as part of a agreement issued after the alleged agreement with T & B Associates, Inc. and binding arbitration for the enforcement of the agreement and issuance of the common shares due under the agreement. The proceeds were received directly by our President and not by the Company. The Company has recorded the amount as a loan from a stockholder at July 31, 2005. The Company claims that there was no agreement in place and no fees are owed. As of July 31, 2005,
the Company has not accrued any expenses related to this lawsuit.








6


ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS OF JULY 31, 2005

(UNAUDITED)








NOTE 5
        STOCKHOLDERS EQUITY

(A) Class A Common Stock



During November 2004, the Companys President exchanged 100,000,000 shares of common stock for 10,000,000 shares of Class A common stock. The Company is authorized to issue 10,000,000 shares of Class A common stock. Each share of Class A common stock is convertible into 10 shares of common stock.



(B) Proceeds from Beneficial Conversion



During 2005, the Company allocated $75,000 from the convertible notes payable to additional-paid in capital to account for the beneficial conversion feature of the convertible notes payable.



(C) In-Kind Contribution



During 2005, the Company received an in-kind contribution of $18,750 for the fair value of interest contributed by its President (See Notes 3 and 6).




NOTE 6
        RELATED PARTY TRANSACTIONS

During 2004, the Companys President exchanged 100,000,000 shares of common stock for 10,000,000 shares of Class A common stock.



During the nine months ended July 31, 2005, the Company received $70,572 of loans from a principal stockholder.



During 2005, the Company received an in-kind contribution of $18,750 for the fair value of interest contributed by its President (See Notes 3 and 5).




NOTE 7
        GOING CONCERN

As reflected in the accompanying financial statements, the Company has a negative working capital of $1,406,831, a stockholders deficiency of $2,002,348 and has a negative cash flow from operations of $170,457. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.







7




ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS OF JULY 31, 2005

(UNAUDITED)














Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.







8





Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Three Months Ended July 31, 2005 Compared with Three Months ended July 31, 2004



Revenues for the three-month period ended July 31, 2005 and 2004 were $254,291 and $188,007, respectively. This increase in revenue is primarily due to our affiliate program, which has generated over $100,000 since its inception and the replacement of a non-performing salesperson with a performing salesperson. Research and development costs decreased during these respective three-month periods from $22,136 to $0.



Nine Months Ended July 31, 2005 Compared with Nine Months ended July 31, 2004



Revenues for the six months ended July 31, 2005 and 2004 were $684,760 and $609,737, respectively. This increase in revenue is primarily due to our affiliate program, which has generated over $125,000.00 since its inception and the replacement of a non-performing salesperson with a performing salesperson. Research and development costs decreased during these respective nine-month periods from $89,082 to $0.



LIQUIDITY AND CAPITAL RESOURCES



As of July 31, 2005, we had $16,229 in cash as compared to $102,841 in cash at July 31, 2004. Cash outflows from operating activities were $170,457 for the nine months ended July 31, 2005 as compared with cash outflows of $328,313 in the prior years period. Cash outflows from investing activities were $0 as compared with ($53,403) in the prior years period.



Outlook



During the past nine months, we have concentrated our efforts on minimizing company expenses and focusing the direction of the company on our affiliate and sales leads efforts. The long-term projections for this endeavor appear to be substantially more favorable than our current main primary source of income, Top-10 Promotions.



We are making use of the personnel and technology we have in place for Top-10 Promotions in developing these programs. By doing this, we have minimized research and development expenses as well as training expenses for new employees.



By reorganizing our sales staff for our top-10 promotions product, we have increased sales while decreasing our expenses. This reorganization included the firing of non-performing personnel and the acquisition of more qualified sales staff. A change in the rate of commission also contributed to this increase.



The increase in our focus on the affiliate program has also saved the company revenue, as we do not have to pay commissions on the revenue it generates. Once the initial work has been completed on an affiliate website, very little maintenance is required in order for that site to continue to generate revenue. The affiliate program has proven to be a very low cost and low maintenance.



Our independent auditors have expressed substantial doubt about our ability to continue as of October 31, 2004. Our ability to continue as a going concern is dependent on our ability to raise additional capital and generate additional revenues. Management currently feels that based on the operations of the company that they will have significant cash flow from operations to continue for a period of 12 months.




Critical Accounting Policies



Roanokes financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.



Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Roanoke views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Roanokes consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.




Item 3.
        Quantitative and Qualitative Disclosures About Market Risk

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



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



Item 4. Controls and Procedures




(a)
        Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our

periodic filings with the SEC.




(b)
        Changes in internal controls.

Our Certifying Officers have indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.



PART II - OTHER INFORMATION



Item 1 - Legal Proceedings



Sancor Industries Ltd. v. Sun-Mar Corporation, Top-10 Promotions, Inc. and Roanoke Technology Corp. Ontario Superior Court of Justice, Court File No.99-CV-172600 CMA. A judgment was granted against us for unauthorized insertion of the plaintiffs trademarks in our mega-tags. A settlement agreement was subsequently entered into. On March 18, 2005 we were recently served with a Statement of Claim based on a failure to pay under the settlement agreement and promissory note. The settlement agreement called for the shares issued under the agreement to have a minimum value one year for the date of issuance. We feel that the settlement agreement was complied with in full by us and no additional amounts are due under the settlement agreement. We are in the processing of negotiating a potential settlement of any remaining issues but to date no settlement has been reached.



T&B Associates,  Inc. and Thomas  Bojadzijev v. Roanoke  Technology  Corp.,
Circuit Court of Orange Count, Florida,  Case # 05-CA-3669.  On May 2, 2005
we were  serviced  with a  summons  and  complaint  based  upon a breach of
contract.  We  retained  local  counsel  in  Florida  to  defend us in this
action.  The complaint was for  declaratory  and injunctive  relief for the
withdraw of shares  issued to a third  party,  which  shares were issued as
part  of  a  agreement  issued  after  the  alleged  agreement  with  T & B
Associates,  Inc.  and  binding  arbitration  for  the  enforcement  of the
agreement  and issuance of the common shares due under the  agreement.  The
proceeds  were  received  directly by our President and not by us. We claim
that there was no  agreement in place and we are  currently  attempting
to  negotiate a  settlement  on this claim but to date no  settlement  has
been reached.



We are not currently aware of any other pending, past or present litigation that would be considered to have a material effect on us. There are no known bankruptcy or receivership issues outstanding and has no known securities law violations. Additionally, we have no known legal proceedings in which certain corporate insiders or affiliates of the issuer are in a position that is adverse to the issuer.




Item 2 -
        Changes in Securities


None.


Item 3 -
        Defaults Upon Senior Securities


None.


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


None.


Item 5 -
        Other Information


None.




Item 6 -
        Exhibits and Reports on Form 8-K


a.
        Exhibits


33.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


33.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002


b.
        Reports on Form 8-K.


On May 26, 2005, the Company filed an amendment to its 8K based on a restatement of its
financial statements.



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.






ROANOKE TECHNOLOGY CORP.




By:
        /s/ David L. SmithDAVID L. SMITHChairman of the Board of DirectorsCEO and CFO


Dated:
        September 21, 2005