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 April 30, 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 incorporation


or 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 June 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 six months ended April 30, 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 APRIL 30, 2005

(UNAUDITED)







ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY



CONTENTS





PAGE
1
CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2005 (UNAUDITED)PAGE
2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2005 AND 2004 (UNAUDITED)PAGE
3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED APRIL 30, 2005 AND 2004 (UNAUDITED)PAGES
4 -7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATEDBALANCE SHEET

AS OF APRIL 30, 2005

(UNAUDITED)







ASSETSCURRENT ASSETSCash
$
47,733Accounts receivable, net

22,220Prepaid expenses and other current assets

8,944Total Current Assets

78,897PROPERTY AND EQUIPMENT, NET

291,249OTHER ASSETSRestricted Cash

13,139Deposits

8,150Total Other Assets

21,289TOTAL ASSETS
$
391,435LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIESAccounts payable and accrued expenses
$
68,454Accrued interest

31,572Payroll tax and penalty payable

785,941Loan from officer

554,339Total Current Liabilities

1,440,306LONG-TERM LIABILITIESNotes payable, net

863,473Total Long-Term Liabilities

863,473TOTAL LIABILITIES

2,303,779STOCKHOLDERS 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

21,048,679Accumulated deficit

(23,256,675)Total Stockholders Deficiency

(1,912,344)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
$
391,435

See accompanying notes to condensed consolidated financial statements.

1





ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATEDSTATEMENTS OF OPERATIONS

(UNAUDITED)









For the Three Months Ended April 30, 2005

For the Three Months Ended April 30, 2004

For the Six Months Ended April 30, 2005

For the Six Months Ended April 30, 2004REVENUE
$
235,485
$
185,227
$
430,469
$
421,730COST OF SALES

50,760

104,022

155,451

273,708GROSS PROFIT

184,725

81,205

275,018

148,022OPERATING EXPENSESGeneral and administrative

251,123

1,630,219

434,198

2,173,321Research and development

-

27,656

-

66,946Total Operating Expenses

251,123

1,657,875

434,198

2,240,267LOSS FROM OPERATIONS

(66,398)

(1,576,670)

(159,180)

(2,092,245)OTHER EXPENSEOther income  gain from litigation

-

4,000

-

4,000Interest expense

(55,507)

(36,941)

(103,030)

(55,906)Total Other Expense

(55,507)

(32,941)

(103,030)

(51,906)NET LOSS
$
(121,905)
$
(1,609,611)
$
(262,210)
$
(2,144,151)Net loss per share - basic and diluted
$
-
$
-
$
-
$
-Weighted average number of shares outstanding during the period - basic and diluted

2,946,524,239

1,294,151,286

2,755,229,470

1,202,484,619



See accompanying notes to condensed consolidated financial statements.

2





ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

(UNAUDITED)







For the Six Months Ended April 30, 2005

For the Six Months Ended April 30, 2004CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
$
(262,210)
$
(2,144,151)Adjustments to reconcile net loss to net cash used in operating activities:Amortization of discount on notes payable

65,209

-Depreciation and amortization

28,450

25,144In-kind contribution of interest expense

12,500

-Compensation in the form of stock

-

1,580,842Changes in operating assets and liabilities:(Increase) decrease in accounts receivable

(6,137)

(28,448)(Increase) decrease in employee advance

-

(18)(Increase) decrease in prepaid expenses and other current assets

(5,194)

(5,090)(Increase) decrease in deposits

-

(2,900)Increase (decrease) in accounts payable and accrued expenses

40,852

16,012Net Cash Used In Operating Activities

(126,530)

(558,609)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

54,339

598,334Restricted cash

(13,139)

-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

148,101

598,334NET (INCREASE) DECREASE IN CASH

21,571

(13,678)CASH AT BEGINNING OF PERIOD

26,162

18,306CASH AT END OF PERIOD
$
47,733
$
4,628SUPPLEMENTAL 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 APRIL 30, 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 APRIL 30, 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 April 30, 2005 and 2004, the effect of common share equivalents 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

(336,527)$
863,473







5





ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS OF APRIL 30, 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 six months ended April 30, 2005, the Company received $ 54,339 in loan proceeds from its President. In addition, the Company recorded an in-kind contribution of $12,500 for the fair value of interest contributed by its President. The total outstanding principal at April 30, 2005 was $554,339.



NOTE 4
COMMITMENTS AND CONTINGENCIESSancor  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 June
21,  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 suite 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 April 30,  2005.  The Company  claims that there was
no agreement in place. As of April 30,  2005, the Company has not accrued any amounts for
this lawsuit.



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.






6





ROANOKE TECHNOLOGY CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS OF APRIL 30, 2005

(UNAUDITED)




(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 $12,500 for the fair value of interest contributed by its President (See Notes 3 and 5).



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 six months ended April 30, 2005, the Company received $ 54,339 of loans from a principal stockholder.



During 2005, the Company received an in-kind contribution of $12,500 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 $1,361,409, a stockholders deficiency of $ 1,912,344 and has a negative cash flow from operations of $ 126,530. 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











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



Three Months Ended April 30, 2005 Compared with Three Months ended April
30, 2004



Revenues  for the  three  month  period  ended  April 30 2005 and 2004 were
$235,485  and   $185,227,   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 $66,946 to $0.



Six Months Ended April 30, 2005 Compared with Six Months ended April 30, 2004




Revenues   for  the  six  months   ended  April  30,  2005  and  2004  were
$430,469  and  $421,730,  respectively.  This  increase in revenue is
primarily  due  to  our  affiliate   program,   which  has  generated  over
$100,000.00  since its inception and the  replacement  of a  non-performing
salesperson with a performing  salesperson.  Research and development costs
decreased  during these  respective  six month  periods from  $66,946 to
$0.



LIQUIDITY AND CAPITAL RESOURCES



As  of  April  30,  2005,  we  had   $47,733  in  cash  as  compared  to
$4,628 in   cash  at  April  30,  2004.   Cash  inflows  from  operating
activities  were  $126,530  for the six  months  ended  April  30,  2005 as
compared  with cash outflows of $558,609 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 six 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-10Promotions 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.



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 us. We claim
that there was no agreement in place.



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 March 4, 2005, the Company filed an 8K based upon a change in accountants.

On March 23, 2005, the Company filed an 8K based on a restatement of its financialstatements.



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:
June 24, 2005