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RNKE.OB > SEC Filings for RNKE.OB > Form 8-K on 13-Jan-2006 All Recent SEC Filings




Show all filings for ROANOKE TECHNOLOGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ROANOKE TECHNOLOGY CORP


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13-Jan-2006

Change in Directors or Principal Officers, Other Events, Financial Statem



ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On January 10, 2006, David L. Smith resigned from his position as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and as a member of the Board of Directors pursuant to a settlement agreement with the Company. Such resignation was not due to any disagreements with the Company on any matter relating to the Company's operations, policies or practice. Pursuant to the settlement agreement, David Smith agreed that the Company would have no further obligation under his employment agreement and the Company agreed to continue to provide certain services to Mr. Smith. On January 10, 2006, Russell Jones was appointed as President and Chief Executive Officer of the Company as well as to the Board of Directors to fill the vacancy created by the resignation of the previous director. In addition, Cathryn Walker was appointed as Chief Financial Officer of the Company.

RUSSELL JONES was born and raised in Escatawpa, Mississippi and attended the University of South Alabama from 1986 to 1990 where he majored in software design for scientific applications and minored in mathematics. Prior to and during college (1986 -1994), Mr. Jones was enlisted with the Air Force Reserves out of Keesler AFB, Biloxi, MS. During his enlistment, Mr. Jones acquired AFSC as a security policeman. Mr. Jones was also an intelligence clerk for an intelligence officer of the 815th Tactical Air Squadron for a period of one and one-half years and was honorably discharged as an E4 sergeant. In 1990, Mr. Jones was employed by John Fayard/Fastway Systems in Gulfport, Mississippi. Hired as a billing clerk, Mr. Jones concluded his seven year employment as manager of truckload billing operations and fuel surcharge program. In 1998, Mr. Jones moved to North Carolina and became the first salesman for the Company. Over the course of his employment, Mr. Jones has served as Sales Manager, Support Manager, Corporate Secretary for six months in 2003, and was Director of Operations prior to his appointment as President and Chief Executive Officer of the Company.

CATHRYN WALKER was raised in Richmond, VA and moved to Florida in 1989. Ms. Walker attended colleges in both Virginia and Florida from 1986 to present and is working towards her CPA degree. Ms. Walker's experience with the Company began while working for an accounting firm retained by the Company in 2001. In 2002, Ms. Walker left the accounting firm to build her own practice and has since continued working with the Company and its auditor in the preparation of the Company's periodic filings. Her areas of experience over the past eighteen years encompass small business accounting, Florida Department of Revenue and IRS representation, and accounting and consulting services for start-up public companies. Ms. Walker is the sole managing member of C Walker & Associates, LLC and sole owner of ECFO Corporation, both Florida entities.





ITEM 8.01 OTHER EVENTS
On December 21, 2005, the SEC filed a complaint in the Middle District of Florida against the Company as well as its former officer and director, David L. Smith as well as Thomas L. Bojadzijev, and Barret R. Clark. The complaint alleges that beginning in 2003 through September 2004, Mr. Smith published misleading news releases which increased the value of the Company's stock. In addition, the complaint alleges that Mr. Smith employed the assistance of Mssrs. Bojadijev and Clark to funnel over $4 million to his private account. To accomplish same, the complaint contends that the Company, as directed by Mr. Smith, filed false Form S-8 registration statements to register shares of the Company issued to Mssrs. Bojadijev and Clark in exchange for their purported "consulting services." The complaint alleges that such "consulting services" were never rendered and therefore such shares were not issued in exchange for bona fide services as required. The complaint further alleges that Mssrs. Bojadijev and Clark then sold the shares, keeping a portion of the proceeds for themselves, and returning more than $4 million to Mr. Smith under the guise of personal loan guarantees. The Company is in the process of retaining SEC counsel to represent it in this matter.



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ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired. N/A

(b) Pro Forma Financial Information. N/A

(c) Exhibits.
10.1 Settlement Agreement dated January 10, 2006 between Roanoke Technology Corp. and David L. Smith.