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SEC Comment Letter for ROANOKE TECHNOLOGY CORP (CIK 0001076534) — May 27, 2005

ROANOKE TECHNOLOGY CORP (CIK 0001076534)
Date: May 27, 2005 · CIK: 0001076534 · Accession: 0000000000-05-026258

AI Filing Summary & Sentiment

Date
May 20, 2005
Author
Kristina Beshears
Form
UPLOAD
Company
ROANOKE TECHNOLOGY CORP (CIK 0001076534)

Letter

May 20, 2005 Mail Stop 4561 David L. Smith, Jr. President Roanoke Technology Corporation 2720 N. Wesleyan Blvd. Rocky Mount, NC 27804

Re: Item 4.02 Form 8-K Filed 3/23/05 File No. 0-26715

Dear Mr. Smith:

We have reviewed your Item 4.02 Form 8-K for compliance with the form requirements and have the following comments.

1. Please amend your report to include all of the information required by Item 4.02(a) of Form 8-K, including disclosure of the date of the conclusion regarding the non-reliance and an identification of the financial statements and years or periods covered that should no longer be relied upon. 2. Please advise us whether or not you reconsidered the adequacy of your previous disclosures regarding internal controls and disclosure controls and procedures in light of the material errors you have disclosed.

You should file an amendment in response to these comments on or before May 27, 2005.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the disclosure in the filings;

* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.

If you have any questions, please call me at (202) 551-3429.

Sincerely,
Kristina Beshears
Staff Accountant

Show Raw Text
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<TEXT>

       May 20, 2005

Mail Stop 4561

David L. Smith, Jr.
President
Roanoke Technology Corporation
2720 N. Wesleyan Blvd.
Rocky Mount, NC  27804

Re:	Item 4.02 Form 8-K
	Filed 3/23/05
      File No. 0-26715

Dear Mr. Smith:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comments.

1. Please amend your report to include all of the information
required by Item 4.02(a) of Form 8-K, including disclosure of the
date of the conclusion regarding the non-reliance and an
identification of the financial statements and years or periods
covered that should no longer be relied upon.
2. Please advise us whether or not you reconsidered the adequacy
of
your previous disclosures regarding internal controls and
disclosure
controls and procedures in light of the material errors you have
disclosed.

	You should file an amendment in response to these comments on
or
before May 27, 2005.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	If you have any questions, please call me at (202) 551-3429.

							Sincerely,

							Kristina Beshears
							Staff Accountant

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Roanoke Technology Corporation
May 20, 2005
Page 1

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