content: As filed with the Securities and Exchange Commission on
                                  August 25, 2003
                         Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                WASHINGTON, DC 20549
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
  
                             THE SECURITIES ACT OF 1933
  
                              ROANOKE TECHNOLOGY CORP.
                 (Exact name of issuer as specified in its charter)
  
                                       Florida
                           (State or other jurisdiction of
                           incorporation or organization)
  
                                     22-3558993
                        (I.R.S. Employer Identification No.)
  
               539 Becker Drive, Roanoke Rapids, North Carolina        27870
                 (Address of Principal Executive Offices)            (Zip Code)
  
                            2003 Stock Incentive Plan and
                        Consulting Shares Issued For Services
                              (Full title of the Plan)
  
                              David L. Smith, Jr., CEO
                              Roanoke Technology Corp.
                                  539 Becker Drive
                        Roanoke Rapids, North Carolina 27870
                       (Name and address of agent for service)
  
                                   (252) 537-9222
  
                                     copies to:
  
                                Anslow & Jaclin, LLP
                               4400 Route 9, 2nd Floor
                                 Freehold, NJ 07728
                                   (732) 409-1212
  
  Approximate date of commencement of proposed sale to the public: Upon the
  effective date of this Registration Statement.
  
  <PAGE>
  
  CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                    Proposed
  Title of                     Maximum              maximum             Proposed
  securities                   Amount               Offering            aggregate        Amount of
  to be                        to be                price per           offerig          registration
  registered                   registered           share(1)(2)         price            fee (1)
  ----------                   ----------           -----------         -----            -------
  <S>                          <C>                  <C>                 <C>              <C>
  Common Stock,                10,000,000 (3)        $ .006            $   60,000           $ 5.52
  $.001 par value
  
  Common Stock                14,000,0000 (4)        $ .006            $   84,000           $ 7.73
  $.001 par value
  
  Total                        24,000,000            $ .006            $  144,000           $13.25
  </TABLE>
  
  (1) The fee with respect to these shares has been calculated pursuant to rules
  457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
  the last price per share of our common stock on August 25, 2003, a date within
  five (5) days prior to the date of filing of this registration statement, as
  reported by the OTC Electronic Bulletin Board.
  
  (2) Estimated solely for the purpose of calculating the registration fee.
  
  (3) Represents the maximum number shares that may be issued under the above
  named 2003 Stock Incentive Plan.
  
  (4) Represents the maximum amount of shares that may be issued under the
  consulting agreement with Barry Clark.
  
  (5) This registration statement shall also cover any additional shares of common
  stock which become issuable pursuant to this registration statement by reason of
  any stock dividend, stock split, recapitalization or any other similar
  transaction effected without the receipt of consideration which results in an
  increase in the number of the registrant's outstanding shares of common stock.
  
  Documents Incorporated by Reference       X Yes             No
  
  <PAGE>
  
  PART II
  
  Item 3. Incorporation of Documents by Reference.
  
  The following documents are incorporated by reference in this registration
  statement and made a part hereof:
  
  (a) Our Form 10-SB for Current Reports (and all amendments thereto) and all
  Exhibits thereto filed pursuant to Section 12(g) of the Exchange Act of 1934, as
  amended (the "1934 Act") (File No. 000-26175);
  
  (b) Our Annual Report on Form 10-K for the year ended October 31, 2002 and filed
  pursuant to Section 15(d) of the 1934 Act.
  
  (c) Our Quarterly Report on Form 10-Q for the quarters ended April 30, 2003 and
  January 31, 2003 filed pursuant to Section 15(d) of the 1934 Act.
  
  (d) All other documents filed by us after the date of this registration
  statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
  date hereof and prior to the filing of a post-effective amendment to the
  registration statement which indicates that all securities offered have been
  sold or which de-registers all securities then remaining in the registration
  statement and to be part thereof from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
  Not Applicable.
  
  Item 5. Interest of Named Experts and Counsel.
  
  None.
  
  Item 6. Indemnification of Directors and Officers.
  
  Our certificate of incorporation and by-laws provide that we shall indemnify
  to the fullest extent permitted by Florida law any person whom we may indemnify
  thereunder, including our directors, officers, employees and agents. Such
  indemnification (other than as ordered by a court) shall be made by us only upon
  a determination that indemnification is proper in the circumstances because the
  individual met the applicable standard of conduct i.e., such person acted in
  good faith and in a manner he reasonably believed to be in or not opposed to our
  best interest. Advances for such indemnification may be made pending such
  determination. Such determination shall be made by a majority vote of a quorum
  consisting of disinterested directors, or by independent legal counsel or by the
  stockholders. In addition, our Certificate of Incorporation provides for the
  elimination, to the extent permitted by Florida law, of personal liability of
  our directors and our stockholders for monetary damages for breach of fiduciary
  duty as directors.
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933,  as amended (the "1933 Act") may be permitted to our  directors,  officers
  and controlling persons pursuant to the foregoing provisions,  or otherwise,  we
  have 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 us of expenses  incurred or
  paid by a  director,  officer  or  controlling  person  of us 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,  we
  will,  unless in the  opinion of our  counsel  the  matter  has been  settled by
  controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
  question  of whether  such  indemnification  by us is against  public  policy as
  expressed in the Securities  Act and will be governed by the final  adjudication
  of such issue.
  
  Item 7. Exemption From Registration Claimed.
  
  Not Applicable.
  
  Item 8. Exhibits.
  
  Number  Description
  
  4.1  Agreement between Barry Clark and us dated June 12, 2003.
  
  4.2  2003 Stock Incentive Plan
  
  5.1  Consent and Opinion of Anslow & Jaclin, LLP.
  
  23.1 Consent of Gately & Associates, LLC
  
  Item 9. Undertakings.
  
  The undersigned registrant hereby undertakes:
  
  (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
  
  (a) To include any prospectus required by Section 10(a)(3) of the Securities Act
  of 1933.
  
  (b) To reflect in the prospectus any facts or events arising after the effective
  date of the Registration Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change
  in the information set forth in the Registration Statement; and
  
  (c) To include any material information with respect to the plan of distribution
  not previously disclosed in the Registration Statement or any material change to
  such information in the Registration Statement.
  
  Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
  Registration Statement is on Form S-3 or Form S-8 and the information required
  to be included in a post-effective amendment by this paragraph is contained in
  periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
  of the 1934 Act that are incorporated by reference in the Registration
  Statement.
  
  (2) That, for the purpose of determining any liability under the 1933 Act, each
  such post-effective amendment 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.
  
  (3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  (4) That, for purposes of determining any liability under the 1933 Act, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the 1934 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.
  
  (5) To deliver or cause to be delivered with the prospectus, to each person to
  whom the prospectus is sent or given, the latest annual report to security
  holders that is incorporated by reference in the prospectus and furnished
  pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
  1934 Act; and, where interim financial information required to be presented by
  Item 310(b) of Registration S-B is not set forth in the prospectus, to deliver,
  or cause to be delivered, to each person to whom the prospectus is sent or
  given, the latest quarterly report that is specifically incorporated by
  reference in the prospectus to provide such interim financial information.
  
  (6) To deliver or cause to be delivered with the prospectus to each employee to
  whom the prospectus is sent or given, a copy of the Registrant's annual report
  to stockholders for its last fiscal year, unless such employee otherwise has
  received a copy of such report, in which case the registration shall state in
  the prospectus that it will promptly furnish, without charge, a copy of such
  report on written request of the employee. If the last fiscal year of the
  Registrant has ended within 120 days prior to the use of the prospectus, the
  annual report of the Registrant for the preceding fiscal year may be so
  delivered, but within such 120-day period the annual report for the last fiscal
  year will be furnished to each such employee.
  
  (7) To transmit or cause to be transmitted to all employees participating in the
  Plans who do not otherwise receive such material as stockholders of the
  Registrant, at the time and in the manner such material is sent to its
  stockholders, copies of all reports, proxy statements and other communications
  distributed to its stockholders generally.
  
  
                                     SIGNATURES
  
  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, there unto duly
  authorized, in the City of Roanoke Rapids, State of North Carolina, on August
  25, 2003.
  
                                   ROANOKE TECHNOLOGY CORP.
  
                                   BY: /s/ David L. Smith, Jr.
                                   ---------------------------
                                           David L. Smith, Jr.
                                           Chairman, Chief Executive Officer
                                           and Chief Financial Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed below by the following persons on behalf of the
  Registrant and in the capacities and on the dates indicated.
  
  Signatures                                                    Date
  
  /s/ David L. Smith                                           August 25, 2003
  -------------------------------------------------------
  David L. Smith, Jr.
  Chairman, Chief Executive Officer and Chief Financial Officer
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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": "333-108192", "film-number": "03863961"}, "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: As filed with the Securities and Exchange Commission on
                                  August 25, 2003
                         Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                WASHINGTON, DC 20549
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
  
                             THE SECURITIES ACT OF 1933
  
                              ROANOKE TECHNOLOGY CORP.
                 (Exact name of issuer as specified in its charter)
  
                                       Florida
                           (State or other jurisdiction of
                           incorporation or organization)
  
                                     22-3558993
                        (I.R.S. Employer Identification No.)
  
               539 Becker Drive, Roanoke Rapids, North Carolina        27870
                 (Address of Principal Executive Offices)            (Zip Code)
  
                            2003 Stock Incentive Plan and
                        Consulting Shares Issued For Services
                              (Full title of the Plan)
  
                              David L. Smith, Jr., CEO
                              Roanoke Technology Corp.
                                  539 Becker Drive
                        Roanoke Rapids, North Carolina 27870
                       (Name and address of agent for service)
  
                                   (252) 537-9222
  
                                     copies to:
  
                                Anslow & Jaclin, LLP
                               4400 Route 9, 2nd Floor
                                 Freehold, NJ 07728
                                   (732) 409-1212
  
  Approximate date of commencement of proposed sale to the public: Upon the
  effective date of this Registration Statement.
  CALCULATION OF REGISTRATION FEE
  Proposed
  Title of                     Maximum              maximum             Proposed
  securities                   Amount               Offering            aggregate        Amount of
  to be                        to be                price per           offerig          registration
  registered                   registered           share(1)(2)         price            fee (1)
  ----------                   ----------           -----------         -----            -------
  Common Stock,                10,000,000 (3)        $ .006            $   60,000           $ 5.52
  $.001 par value
  
  Common Stock                14,000,0000 (4)        $ .006            $   84,000           $ 7.73
  $.001 par value
  
  Total                        24,000,000            $ .006            $  144,000           $13.25
  (1) The fee with respect to these shares has been calculated pursuant to rules
  457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
  the last price per share of our common stock on August 25, 2003, a date within
  five (5) days prior to the date of filing of this registration statement, as
  reported by the OTC Electronic Bulletin Board.
  
  (2) Estimated solely for the purpose of calculating the registration fee.
  
  (3) Represents the maximum number shares that may be issued under the above
  named 2003 Stock Incentive Plan.
  
  (4) Represents the maximum amount of shares that may be issued under the
  consulting agreement with Barry Clark.
  
  (5) This registration statement shall also cover any additional shares of common
  stock which become issuable pursuant to this registration statement by reason of
  any stock dividend, stock split, recapitalization or any other similar
  transaction effected without the receipt of consideration which results in an
  increase in the number of the registrant's outstanding shares of common stock.
  
  Documents Incorporated by Reference       X Yes             No
  PART II
  
  Item 3. Incorporation of Documents by Reference.
  
  The following documents are incorporated by reference in this registration
  statement and made a part hereof:
  
  (a) Our Form 10-SB for Current Reports (and all amendments thereto) and all
  Exhibits thereto filed pursuant to Section 12(g) of the Exchange Act of 1934, as
  amended (the "1934 Act") (File No. 000-26175);
  
  (b) Our Annual Report on Form 10-K for the year ended October 31, 2002 and filed
  pursuant to Section 15(d) of the 1934 Act.
  
  (c) Our Quarterly Report on Form 10-Q for the quarters ended April 30, 2003 and
  January 31, 2003 filed pursuant to Section 15(d) of the 1934 Act.
  
  (d) All other documents filed by us after the date of this registration
  statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
  date hereof and prior to the filing of a post-effective amendment to the
  registration statement which indicates that all securities offered have been
  sold or which de-registers all securities then remaining in the registration
  statement and to be part thereof from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
  Not Applicable.
  
  Item 5. Interest of Named Experts and Counsel.
  
  None.
  
  Item 6. Indemnification of Directors and Officers.
  
  Our certificate of incorporation and by-laws provide that we shall indemnify
  to the fullest extent permitted by Florida law any person whom we may indemnify
  thereunder, including our directors, officers, employees and agents. Such
  indemnification (other than as ordered by a court) shall be made by us only upon
  a determination that indemnification is proper in the circumstances because the
  individual met the applicable standard of conduct i.e., such person acted in
  good faith and in a manner he reasonably believed to be in or not opposed to our
  best interest. Advances for such indemnification may be made pending such
  determination. Such determination shall be made by a majority vote of a quorum
  consisting of disinterested directors, or by independent legal counsel or by the
  stockholders. In addition, our Certificate of Incorporation provides for the
  elimination, to the extent permitted by Florida law, of personal liability of
  our directors and our stockholders for monetary damages for breach of fiduciary
  duty as directors.
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933,  as amended (the "1933 Act") may be permitted to our  directors,  officers
  and controlling persons pursuant to the foregoing provisions,  or otherwise,  we
  have 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 us of expenses  incurred or
  paid by a  director,  officer  or  controlling  person  of us 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,  we
  will,  unless in the  opinion of our  counsel  the  matter  has been  settled by
  controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
  question  of whether  such  indemnification  by us is against  public  policy as
  expressed in the Securities  Act and will be governed by the final  adjudication
  of such issue.
  
  Item 7. Exemption From Registration Claimed.
  
  Not Applicable.
  
  Item 8. Exhibits.
  
  Number  Description
  
  4.1  Agreement between Barry Clark and us dated June 12, 2003.
  
  4.2  2003 Stock Incentive Plan
  
  5.1  Consent and Opinion of Anslow & Jaclin, LLP.
  
  23.1 Consent of Gately & Associates, LLC
  
  Item 9. Undertakings.
  
  The undersigned registrant hereby undertakes:
  
  (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
  
  (a) To include any prospectus required by Section 10(a)(3) of the Securities Act
  of 1933.
  
  (b) To reflect in the prospectus any facts or events arising after the effective
  date of the Registration Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change
  in the information set forth in the Registration Statement; and
  
  (c) To include any material information with respect to the plan of distribution
  not previously disclosed in the Registration Statement or any material change to
  such information in the Registration Statement.
  
  Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
  Registration Statement is on Form S-3 or Form S-8 and the information required
  to be included in a post-effective amendment by this paragraph is contained in
  periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
  of the 1934 Act that are incorporated by reference in the Registration
  Statement.
  
  (2) That, for the purpose of determining any liability under the 1933 Act, each
  such post-effective amendment 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.
  
  (3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  (4) That, for purposes of determining any liability under the 1933 Act, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the 1934 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.
  
  (5) To deliver or cause to be delivered with the prospectus, to each person to
  whom the prospectus is sent or given, the latest annual report to security
  holders that is incorporated by reference in the prospectus and furnished
  pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
  1934 Act; and, where interim financial information required to be presented by
  Item 310(b) of Registration S-B is not set forth in the prospectus, to deliver,
  or cause to be delivered, to each person to whom the prospectus is sent or
  given, the latest quarterly report that is specifically incorporated by
  reference in the prospectus to provide such interim financial information.
  
  (6) To deliver or cause to be delivered with the prospectus to each employee to
  whom the prospectus is sent or given, a copy of the Registrant's annual report
  to stockholders for its last fiscal year, unless such employee otherwise has
  received a copy of such report, in which case the registration shall state in
  the prospectus that it will promptly furnish, without charge, a copy of such
  report on written request of the employee. If the last fiscal year of the
  Registrant has ended within 120 days prior to the use of the prospectus, the
  annual report of the Registrant for the preceding fiscal year may be so
  delivered, but within such 120-day period the annual report for the last fiscal
  year will be furnished to each such employee.
  
  (7) To transmit or cause to be transmitted to all employees participating in the
  Plans who do not otherwise receive such material as stockholders of the
  Registrant, at the time and in the manner such material is sent to its
  stockholders, copies of all reports, proxy statements and other communications
  distributed to its stockholders generally.
  
                                     SIGNATURES
  
  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, there unto duly
  authorized, in the City of Roanoke Rapids, State of North Carolina, on August
  25, 2003.
  
                                   ROANOKE TECHNOLOGY CORP.
  
                                   BY: /s/ David L. Smith, Jr.
                                   ---------------------------
                                           David L. Smith, Jr.
                                           Chairman, Chief Executive Officer
                                           and Chief Financial Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed below by the following persons on behalf of the
  Registrant and in the capacities and on the dates indicated.
  
  Signatures                                                    Date
  
  /s/ David L. Smith                                           August 25, 2003
  -------------------------------------------------------
  David L. Smith, Jr.
  Chairman, Chief Executive Officer and Chief Financial Officer