content: SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C. 20549
  
                          ---------------------------------
  
                                      Form S-8
  
                          ---------------------------------
  
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                            ROANOKE TECHNOGY CORPORATION
               (Exact name of registrant as specified in its charter)
  
                   Florida                                       22-3558993
  (State or other jurisdiction of incorporation or             (IRS Employer
                 organization)                                Identification No.)
  
  
             539 Becker Drive, Roanoke Rapids, NC                  27870
           (Address of Principal Executive Offices)              (Zip Code)
  
  
                   ROANOKE TECHNOLOGY - YEAR 2004 STOCK AWARD PLAN
                                (Full title of plan)
  
                                 David Garrick, Jr.
                                  300 Virginia St.
                                 Clermont, FL 34711
                       (Name and address of agent for service)
  
  
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
       Title of           Amount to be       Proposed Maximum Offering         Proposed Maximum           Amount of
   Securities to be        Registered           Price per Share(2)            Aggregate Offering        Registration
     Registered(1)                                                                  Price(2)                Fee(2)
  -------------------- ------------------- ------------------------------ --------------------------- ------------------
  <S>                     <C>                          <C>                        <C>                      <C>
        Common            400,000,000                  $.01                       $4,000,000               $506.80
  -------------------- ------------------- ------------------------------ --------------------------- ------------------
  </TABLE>
  
  (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  
  (2) Estimated for the purpose of calculating the registration fee pursuant to
  Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act")
  based upon the price under the plan as set by the Board of Directors. I.
  
  <PAGE>
  
  
                  INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information
  
       This  Prospectus is part of a  Registration  Statement,  which  registers a
  maximum of  400,000,000  shares of common  stock,  $.001 par  value,  of Roanoke
  Technology  Corp.  (the "Company") for  distribution  through the Company's 2004
  Stock Award Plan for Employees and Consultants ("the Plan"), as set forth below.
  The  duration  of the Plan  shall be for ten (10)  years  following  the date of
  adoption  unless earlier  terminated by the Company's  Board of Directions.  The
  Board  of  Directors  may  terminate  the Plan at any  time.  At this  time,  no
  provisions exist for extending the duration of the Plan.
  
       Title of Plan: Roanoke Technology Corp. - Year 2004 Stock Award Plan
       -------------
  
       Nature and Purpose:  To grant Employees and Consultants  400,000,000 shares
  of the Company as compensation for services rendered and services to be rendered
  to the Company.
  
       Modification of the Plan: The Plan may only be amended by mutual Consent of
  all parties in writing.
  
       Plan  Administrators:  The  Company  shall act as Plan  Administrator.  The
       --------------------
  Company's address is: 539 Becker Drive,  Roanoke Rapids, NC 27870. The Company's
  phone number is 252-537-9222.
  
       The  Company,  as  administrator,  will merely issue to the  employees  and
  Consultants shares of Common Stock pursuant to the terms of the plan.
  
       Applicable ERISA Provisions: N/A
       ---------------------------
  
       No  other  person  is  authorized  to give  any  information  or  make  any
  representation not contained or incorporated by reference in this Prospectus, in
  connection with the offer contained in this  Prospectus,  and, if given or made,
  such other information or representation  must not be relied upon as having been
  authorized by the Company.  Neither the delivery of this Prospectus nor any sale
  made hereunder shall, under any circumstances, create any implication that there
  has been no change in the affairs of the Company since the date hereof.
  
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
       This Prospectus  does not constitute an offer to sell, or the  solicitation
  of any offer to buy,  any  security  other than the  securities  covered by this
  Prospectus,  nor does it  constitute an offer or  solicitation  by anyone in any
  jurisdiction in which such offer or solicitation is not authorized,  or in which
  the person  making such offer or  solicitation  is not qualified to do so, or to
  any person to whom it is unlawful to make such offer or solicitation.
  
  <PAGE>
  
  Securities to be Offered
  
       The Plan shall offer no more than 400,000,000 shares of the Common Stock of
  the Company at $.01 per share.  The Plan will only offer  securities  registered
  under Section 12 of the Exchange Act.
  
  Employees Who May Participate in the Plan
  
       Employees and Consultants who provide bona fide services to the Company may
  participate in the plan.  Employees and  Consultants are eligible to receive the
  securities  provided  the  securities  have been  registered  or are exempt from
  registration  under the  Securities  Act of 1933,  as amended (the  "Act").  For
  purposes of the Plan,  employees  shall  include  officers and directors who are
  also employees of the Company or any subsidiary.
  
  Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
  
       The  Company  will award  shares  offered  under this  plan.  Employees  or
  Consultants will make no  contribution.  The Company shall issue and deliver the
  securities to Employees and Consultants as soon as practicable.
  
       The plan will make annual reports under the registrant's  annual filing, as
  required  by the  Exchange  Act.  Reports  will be made  available  to all  plan
  participants,  as  referenced  above,  either  through the SEC's website or upon
  request to the registrant.
  
       Securities  available  through the Plan will not be  purchased  in the open
  market.
  
  Resale Restrictions
  
       Employees and Consultants,  after receipt of the Shares, may assign,  sell,
  convey  or  otherwise   transfer  the  securities   received,   subject  to  the
  requirements of the Act.
  
  Tax Effects of Plan Participation
  
       The Plan is not a qualified  plan as that term is defined under Section 401
  (a) of the  Internal  Revenue  Code.  The  Company  shall not be entitled to any
  deduction in relation to the grant of any stock or options pursuant to the Plan,
  and the  Company  shall not be deemed to receive  any other  amounts  except the
  price paid by the participant to exercise the option granted.
  
  Investment of Funds
  
       Participating  employees may not direct any portion of the assets under the
  plan to more than one investment media.
  
  
  
  <PAGE>
  
  
  Withdrawal from the Plan; Assignment of Interest
  
       Withdrawal or termination as to the Plan may occur upon written  Consent of
  the parties.  Employees and Consultants  have the right to assign or hypothecate
  Employees or Consultant's interest in the Plan, subject to Plan provisions.
  
  Forfeitures and Penalties
  
       N/A
  
  Charges and Deductions and Liens Therefore
  
       N/A
  
  Item 2.  Registrant Information and Employee Plan Annual Information
  
       The document(s)  containing the information specified in Part I of Form S-8
  will  be set or  given  to  participants  in the  Roanoke  Technology  Corp.  as
  specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
  Commission (the "Commission")  under the Securities Act of 1933, as amended (the
  "Securities Act").
  
       Such  document(s) are not being filed with the  Commission,  but constitute
  (along  with the  documents  incorporated  by  reference  into the  Registration
  Statement  pursuant  to item 3 of Part II  hereof) a  prospectus  that meets the
  requirements of Section 10(a) of the Securities Act.
  
               II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Documents Incorporated By Reference
  
       The following documents are incorporated by reference:
  
            (a)  Registrant's  Annual  Report on Form 10-KSB,  filed  February 13,
                 2004, and amended February 17, 2004 and February 23, 2004;
            (b)  Current Report on Form 8-K, filed February 25, 2004; and
            (c)  Registrant's Registration Statement on Form 10-SB, filed July 15,
                 1999.
  
       All documents  subsequently filed pursuant to Sections 13(a), 139c), 14 and
  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a post
  effective  amendment which indicates that all securities  offered have been sold
  or which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this registration  statement and to be part thereof
  from the date of filing of such documents.
  
  Item 4.  Description of Securities
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not applicable
  
  Item 6.  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 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.  Exhibits
  
  Exhibit No.             Description
  -----------             -----------
  4                       Year 2004 Stock Award Plan
  5                       Opinion re:  legality
  23.1                    Consent of Independent Account
  23.2                    Consent of Counsel (included in Exhibit 5)
  
  Item 9.  Undertakings
  
  The undersigned Registrant hereby undertakes as follows:
  
  1. To file,  during  any period in which it offers or sells  securities,  a post
  effective amendment to this registration  statement to include any additional or
  changed material information on the plan of distribution.
  
  2. For determining liability under the Securities Act, treat each post-effective
  amendment as a new  registration  statement of the securities  offered,  and the
  offering of the securities at that time to be the initial bona fide offering.
  
  3. To file a  post-effective  amendment to remove from  registration  any of the
  securities  that  remain  unsold  at the end of the  offering.  The  undersigned
  Registrant  hereby  undertakes  that, for purposes of determining  any liability
  under the Securities Act, each filing of the Registrant's annual report pursuant
  to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
  each filing of an employee  benefit  plan's  annual  report  pursuant to Section
  15(d) of the Exchange Act) that is incorporated by reference in the registration
  statement  shall be deemed to be a new  registration  statement  relating to the
  securities  offered  therein,  and the offering of such  securities at that time
  shall be deemed  to be the  initial  bona  fide  offering  thereof.  Insofar  as
  indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
  permitted to  directors,  officers  and  controlling  persons of the  registrant
  pursuant to the foregoing  provision,  or  otherwise,  the  registrant  has been
  advised  that in the opinion of the  Securities  and  Exchange  Commission  such
  indemnification  is against public policy as expressed in the Securities Act and
  is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
  against such  liabilities  (other than the payment by the registrant of expenses
  incurred or paid by a director,  officer or controlling person of the registrant
  of expenses incurred or paid by a director, officer or controlling person in the
  successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
  director,  officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against public
  policy as  expressed  in the  Securities  Act and will be  governed by the final
  adjudication of such issue.
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
  THE REGISTRANT
  
  Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
  statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in the City of Rocky Mount, State of North Carolina, on March 25th,
  2004.
  
  
  ROANOKE TECHNOLOYG CORP.
  
  
  ---------------------------------------
  David L. Smith, CEO
  
  
  Pursuant to the  requirements of the Securities Act of 1933,  this  registration
  statement has been signed by the following person in the capacity ad on the date
  indicated.
  
  
  ----------------------------------------
  David L. Smith, Chairman of the Board of Directors
  Date:  3/25/04
  
  
  THE PLAN
  
  Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  Board of
  Directors has duly caused this registration statement to be signed on its behalf
  by the undersigned,  thereunto duly authorized, in the City of Rock Mount, State
  of North Carolina, on March 25th, 2004.
  
  ROANOKE TECHNOLOGY CORP. YEAR 2004 STOCK AWARD PLAN
  
  By:  /s/  David Smith
  -----------------------------------------------
  Name:  David L. Smith, Jr.
  Title:   President and CEO
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metadata_filer: {"company-data": {"conformed-name": "ROANOKE TECHNOLOGY CORP", "cik": "0001076534", "assigned-sic": "7389", "irs-number": "223558993", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113969", "film-number": "04693166"}, "business-address": {"street1": "539 BECKER DRIVE", "city": "ROANOKE RAPIDS", "state": "NC", "zip": "27870", "phone": "2525379222"}, "mail-address": {"street1": "539 BECKER DRIVE", "city": "ROANOKE RAPIDS", "state": "NC", "zip": "27870"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C. 20549
  
                          ---------------------------------
  
                                      Form S-8
  
                          ---------------------------------
  
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                            ROANOKE TECHNOGY CORPORATION
               (Exact name of registrant as specified in its charter)
  
                   Florida                                       22-3558993
  (State or other jurisdiction of incorporation or             (IRS Employer
                 organization)                                Identification No.)
  
             539 Becker Drive, Roanoke Rapids, NC                  27870
           (Address of Principal Executive Offices)              (Zip Code)
  
                   ROANOKE TECHNOLOGY - YEAR 2004 STOCK AWARD PLAN
                                (Full title of plan)
  
                                 David Garrick, Jr.
                                  300 Virginia St.
                                 Clermont, FL 34711
                       (Name and address of agent for service)
  
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  Title of           Amount to be       Proposed Maximum Offering         Proposed Maximum           Amount of
   Securities to be        Registered           Price per Share(2)            Aggregate Offering        Registration
     Registered(1)                                                                  Price(2)                Fee(2)
  -------------------- ------------------- ------------------------------ --------------------------- ------------------
  Common            400,000,000                  $.01                       $4,000,000               $506.80
  -------------------- ------------------- ------------------------------ --------------------------- ------------------
  (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  
  (2) Estimated for the purpose of calculating the registration fee pursuant to
  Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act")
  based upon the price under the plan as set by the Board of Directors. I.
  INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information
  
       This  Prospectus is part of a  Registration  Statement,  which  registers a
  maximum of  400,000,000  shares of common  stock,  $.001 par  value,  of Roanoke
  Technology  Corp.  (the "Company") for  distribution  through the Company's 2004
  Stock Award Plan for Employees and Consultants ("the Plan"), as set forth below.
  The  duration  of the Plan  shall be for ten (10)  years  following  the date of
  adoption  unless earlier  terminated by the Company's  Board of Directions.  The
  Board  of  Directors  may  terminate  the Plan at any  time.  At this  time,  no
  provisions exist for extending the duration of the Plan.
  
       Title of Plan: Roanoke Technology Corp. - Year 2004 Stock Award Plan
       -------------
  
       Nature and Purpose:  To grant Employees and Consultants  400,000,000 shares
  of the Company as compensation for services rendered and services to be rendered
  to the Company.
  
       Modification of the Plan: The Plan may only be amended by mutual Consent of
  all parties in writing.
  
       Plan  Administrators:  The  Company  shall act as Plan  Administrator.  The
       --------------------
  Company's address is: 539 Becker Drive,  Roanoke Rapids, NC 27870. The Company's
  phone number is 252-537-9222.
  
       The  Company,  as  administrator,  will merely issue to the  employees  and
  Consultants shares of Common Stock pursuant to the terms of the plan.
  
       Applicable ERISA Provisions: N/A
       ---------------------------
  
       No  other  person  is  authorized  to give  any  information  or  make  any
  representation not contained or incorporated by reference in this Prospectus, in
  connection with the offer contained in this  Prospectus,  and, if given or made,
  such other information or representation  must not be relied upon as having been
  authorized by the Company.  Neither the delivery of this Prospectus nor any sale
  made hereunder shall, under any circumstances, create any implication that there
  has been no change in the affairs of the Company since the date hereof.
  
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
       This Prospectus  does not constitute an offer to sell, or the  solicitation
  of any offer to buy,  any  security  other than the  securities  covered by this
  Prospectus,  nor does it  constitute an offer or  solicitation  by anyone in any
  jurisdiction in which such offer or solicitation is not authorized,  or in which
  the person  making such offer or  solicitation  is not qualified to do so, or to
  any person to whom it is unlawful to make such offer or solicitation.
  Securities to be Offered
  
       The Plan shall offer no more than 400,000,000 shares of the Common Stock of
  the Company at $.01 per share.  The Plan will only offer  securities  registered
  under Section 12 of the Exchange Act.
  
  Employees Who May Participate in the Plan
  
       Employees and Consultants who provide bona fide services to the Company may
  participate in the plan.  Employees and  Consultants are eligible to receive the
  securities  provided  the  securities  have been  registered  or are exempt from
  registration  under the  Securities  Act of 1933,  as amended (the  "Act").  For
  purposes of the Plan,  employees  shall  include  officers and directors who are
  also employees of the Company or any subsidiary.
  
  Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
  
       The  Company  will award  shares  offered  under this  plan.  Employees  or
  Consultants will make no  contribution.  The Company shall issue and deliver the
  securities to Employees and Consultants as soon as practicable.
  
       The plan will make annual reports under the registrant's  annual filing, as
  required  by the  Exchange  Act.  Reports  will be made  available  to all  plan
  participants,  as  referenced  above,  either  through the SEC's website or upon
  request to the registrant.
  
       Securities  available  through the Plan will not be  purchased  in the open
  market.
  
  Resale Restrictions
  
       Employees and Consultants,  after receipt of the Shares, may assign,  sell,
  convey  or  otherwise   transfer  the  securities   received,   subject  to  the
  requirements of the Act.
  
  Tax Effects of Plan Participation
  
       The Plan is not a qualified  plan as that term is defined under Section 401
  (a) of the  Internal  Revenue  Code.  The  Company  shall not be entitled to any
  deduction in relation to the grant of any stock or options pursuant to the Plan,
  and the  Company  shall not be deemed to receive  any other  amounts  except the
  price paid by the participant to exercise the option granted.
  
  Investment of Funds
  
       Participating  employees may not direct any portion of the assets under the
  plan to more than one investment media.
  Withdrawal from the Plan; Assignment of Interest
  
       Withdrawal or termination as to the Plan may occur upon written  Consent of
  the parties.  Employees and Consultants  have the right to assign or hypothecate
  Employees or Consultant's interest in the Plan, subject to Plan provisions.
  
  Forfeitures and Penalties
  
       N/A
  
  Charges and Deductions and Liens Therefore
  
       N/A
  
  Item 2.  Registrant Information and Employee Plan Annual Information
  
       The document(s)  containing the information specified in Part I of Form S-8
  will  be set or  given  to  participants  in the  Roanoke  Technology  Corp.  as
  specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
  Commission (the "Commission")  under the Securities Act of 1933, as amended (the
  "Securities Act").
  
       Such  document(s) are not being filed with the  Commission,  but constitute
  (along  with the  documents  incorporated  by  reference  into the  Registration
  Statement  pursuant  to item 3 of Part II  hereof) a  prospectus  that meets the
  requirements of Section 10(a) of the Securities Act.
  
               II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Documents Incorporated By Reference
  
       The following documents are incorporated by reference:
  
            (a)  Registrant's  Annual  Report on Form 10-KSB,  filed  February 13,
                 2004, and amended February 17, 2004 and February 23, 2004;
            (b)  Current Report on Form 8-K, filed February 25, 2004; and
            (c)  Registrant's Registration Statement on Form 10-SB, filed July 15,
                 1999.
  
       All documents  subsequently filed pursuant to Sections 13(a), 139c), 14 and
  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a post
  effective  amendment which indicates that all securities  offered have been sold
  or which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this registration  statement and to be part thereof
  from the date of filing of such documents.
  
  Item 4.  Description of Securities
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not applicable
  
  Item 6.  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 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.  Exhibits
  
  Exhibit No.             Description
  -----------             -----------
  4                       Year 2004 Stock Award Plan
  5                       Opinion re:  legality
  23.1                    Consent of Independent Account
  23.2                    Consent of Counsel (included in Exhibit 5)
  
  Item 9.  Undertakings
  
  The undersigned Registrant hereby undertakes as follows:
  
  1. To file,  during  any period in which it offers or sells  securities,  a post
  effective amendment to this registration  statement to include any additional or
  changed material information on the plan of distribution.
  
  2. For determining liability under the Securities Act, treat each post-effective
  amendment as a new  registration  statement of the securities  offered,  and the
  offering of the securities at that time to be the initial bona fide offering.
  
  3. To file a  post-effective  amendment to remove from  registration  any of the
  securities  that  remain  unsold  at the end of the  offering.  The  undersigned
  Registrant  hereby  undertakes  that, for purposes of determining  any liability
  under the Securities Act, each filing of the Registrant's annual report pursuant
  to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
  each filing of an employee  benefit  plan's  annual  report  pursuant to Section
  15(d) of the Exchange Act) that is incorporated by reference in the registration
  statement  shall be deemed to be a new  registration  statement  relating to the
  securities  offered  therein,  and the offering of such  securities at that time
  shall be deemed  to be the  initial  bona  fide  offering  thereof.  Insofar  as
  indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
  permitted to  directors,  officers  and  controlling  persons of the  registrant
  pursuant to the foregoing  provision,  or  otherwise,  the  registrant  has been
  advised  that in the opinion of the  Securities  and  Exchange  Commission  such
  indemnification  is against public policy as expressed in the Securities Act and
  is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
  against such  liabilities  (other than the payment by the registrant of expenses
  incurred or paid by a director,  officer or controlling person of the registrant
  of expenses incurred or paid by a director, officer or controlling person in the
  successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
  director,  officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against public
  policy as  expressed  in the  Securities  Act and will be  governed by the final
  adjudication of such issue.
  SIGNATURES
  
  THE REGISTRANT
  
  Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
  statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in the City of Rocky Mount, State of North Carolina, on March 25th,
  2004.
  
  ROANOKE TECHNOLOYG CORP.
  
  ---------------------------------------
  David L. Smith, CEO
  
  Pursuant to the  requirements of the Securities Act of 1933,  this  registration
  statement has been signed by the following person in the capacity ad on the date
  indicated.
  
  ----------------------------------------
  David L. Smith, Chairman of the Board of Directors
  Date:  3/25/04
  
  THE PLAN
  
  Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  Board of
  Directors has duly caused this registration statement to be signed on its behalf
  by the undersigned,  thereunto duly authorized, in the City of Rock Mount, State
  of North Carolina, on March 25th, 2004.
  
  ROANOKE TECHNOLOGY CORP. YEAR 2004 STOCK AWARD PLAN
  
  By:  /s/  David Smith
  -----------------------------------------------
  Name:  David L. Smith, Jr.
  Title:   President and CEO