UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended March 31, 2008 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file Number 1-08964
 Halifax Corporation of Virginia
  Virginia
    
    54-0829246(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 5250 Cherokee Avenue, Alexandria, VA
    
    22312(Address of principal executive offices)
    
    (Zip Code)
 703) 658-2400
  Title of each class
    
    Name of each exchange on which registeredCommon Stock ($.24 par value)
    
    American Stock Exchange
 None
 o þ
 o þ
 þ o
 o
   Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company
þ(Do not check if a smaller reporting company)
 o þ
   Class
    
    Outstanding at June 25,2008Common Stock
$0.24 par value
    
    
    3,175,206




---



##### 



pagePART 1Item 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    5Item 1B.
    
    Unresolved Staff Comments
    
    
    11Item 2.
    
    Properties
    
    
    11Item 3.
    
    Legal Proceedings
    
    
    11Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    11Item 4A.
    
    Executive Officers of the Registrant
    
    
    12PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    13Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 8.
    
    Financial Statements and Supplementary Data
    
    
    29Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    50Item 9A.
    
    Controls and Procedures
    
    
    51Item 9B.
    
    Other Information
    
    
    52PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    53Item 11.
    
    Executive Compensation
    
    
    53Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    53Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    54Item 14.
    
    Principal Accounting Fees and Services
    
    
    54PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    55Signatures
    
    
    58




---



##### 



PART I
 Forward- Looking Statements
    
 Item 1. Business
 Our Business
   1




---



##### 




    
    Alexandria, Virginia;
    
    Harrisburg, Pennsylvania;
    
    Richmond, Virginia;
    
    Charleston, South Carolina;
    
    Seattle, Washington; and
    
    Ft. Worth, Texas.
   
    
    High Availability Enterprise Maintenance Services- 7 days a week, 24 hours a day, 365 days
a year, multi-vendor support for nationwide customers with demanding service level
requirements.
 
    
    Enterprise Logistics Solutions  logistics and supply chain solutions; from front-office
customer interaction to back-office reverse logistics.
 
    
    Technology Deployment and Integration Services- nationwide deployment and integration
support services.
 High Availability Enterprise Maintenance Services
   2




---



##### 



Enterprise Logistics Solutions
  Technology Deployment and Integration Services
    -
    
    Reduce our clients total cost of ownership;-
    
    Improve service levels and response times;-
    
    Reduce the administrative costs for procurement;-
    
    Increase user productivity through decreased downtime;-
    
    Amortize costs across thousands of users;-
    
    Focus IT staff on core responsibilities;-
    
    Eliminate the time and expense of storage, sale, and disposal of surplus equipment;-
    
    Simplify accounting with one report, one invoice, and one charge per user; and-
    
    Create a single source of accountability for all PC desktop hardware, software, and services.
 Types of Customers
  Years Ended March 31,(Amounts in thousands)
    
    2008
    
    
    2007State/Municipal Government
    
    $
    5,275
    
    
    
    12
    %
    
    $
    8,349
    
    
    
    17
    %Commercial
    
    
    38,041
    
    
    
    87
    %
    
    
    41,260
    
    
    
    81
    %Federal Government
    
    
    557
    
    
    
    1
    %
    
    
    1,086
    
    
    
    2
    %Total
    
    $
    43,873
    
    
    
    100
    %
    
    $
    50,695
    
    
    
    100
    %
  3




---



##### 



Types of Contracts
     Backlog
  Sales and Marketing
   4




---



##### 



Competition
   Personnel
  
 Item 1A Risk Factors
 Investing in our common stock involves risks. You should carefully consider all of the information
contained in this Annual Report on Form 10-K and, in particular, the risks described below.
Additional risks and uncertainties not presently known to us or those we currently deem immaterial
may impair our business operations in the future. If any of the following risks actually occur,
our business, financial condition or results of operations could be materially harmed and you may
lose part or all of your investment.
 If we fail to meet our financial and other covenants under our loan agreement with Textron
Financial Corporation, absent a waiver, we will be in default of the loan agreement and Textron
Financial Corporation can take actions that would adversely affect our business.
  We experienced losses from continuing operations in the past four fiscal years, and continued
losses may negatively impact our financial position and value of our common stock.
   5




---



##### 



Our revenues are derived from a few major customers, the loss of any of which could cause our
results of operations to be adversely affected.
  If we experience a decline in cash flow or are unable to maintain compliance with the covenants and
representations contained in our loan agreement, our ability to operate could be adversely
affected.
  We operate in a highly competitive market. If we are unable to offer competitive products and
services, our business may be adversely affected.
    6




---



##### 



Our revenues and results of operations may vary period to period, which may cause the common stock
price to fluctuate.
  
    
    changes in economic conditions;
    
    disruptions or downturns in general economic activity resulting from terrorist
activity and armed conflict;
    
    competitive pricing pressure;
    
    lengthening sales cycles;
    
    obsolescence of technology;
    
    increases in prices of components used to support our enterprise maintenance
solutions;
    
    loss of material contracts; and
    
    the success of our business strategy in providing improved operating results.
     If we are unable to generate sufficient revenues, we may have to further down size.
  If we are unable to retain and attract highly qualified personnel to fulfill our contract
obligations, our business may be harmed.
  7




---



##### 



We are subject to risks related to fluctuations in interest rates.
  We incur significant costs in connection with the start-up of new contracts before receiving
related revenues, which could result in cash shortfalls and fluctuations in quarterly results from
period to period.
  
    
    could increase our vulnerability to general adverse economic and industry
conditions;
    
    will require us to dedicate a substantial portion of our cash flow from
operations to service payments on our indebtedness; reducing the availability of
our cash flow to fund future capital expenditures, working capital, execution of
our growth strategy, research and development costs and other general corporate
requirements;
    
    could limit our flexibility in planning for, or reacting to, changes in our
business and industry, which may place us at a competitive disadvantage compared
with competitors; and
    
    could limit our ability to borrow additional funds, even when necessary to
maintain adequate liquidity.
  Some of our contracts contain fixed-price provisions that could result in decreased profits if we
fail to accurately estimate our costs.
  If we are unable to effectively and efficiently manage our costs, our results of operations may be
adversely affected.
  8




---



##### 




    
    our ability to complete these on-going efforts,
    
    our ability to generate the level of savings we expect and/or that are necessary to
enable us to effectively compete,
    
    decrease in employee personnel,
    
    ability to generate sufficient revenue and or reduce operating expenses to offset the
contribution margins from aeronautical company that was terminated on November 30,
2007, and
    
    the performance of other parties under arrangements on which we rely to support parts
or components.
 If we fail to maintain an effective system of internal control over financial reporting, we may be
unable to accurately report our financial results, comply with the reporting requirements under the
Exchange Act or prevent fraud. As a result, current and potential stockholders may lose confidence
in our financial reporting, which could harm our business, the trading price of our common stock,
our ability to retain our current customers or obtain new customers and we could be subject to
regulatory scrutiny.
    9




---



##### 



We have received a deficiency notice from the American Stock Exchange, or AMEX, and if we are
unable to satisfy AMEX that we will regain compliance with its continued listing criteria, our
common stock may be delisted from AMEX, which could adversely affect investor perception and may
result in institutional and other investors refraining from purchasing our common stock which would
adversely affect your ability and our ability to sell our common stock.
      We do not expect to pay dividends on our common stock.
  10




---



##### 



Shareholders of our common stock may face a lack of liquidity.
    Provisions in our corporate charter documents could delay or prevent a change in control.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  11




---



##### 



Item 4A Executive Officers of the Registrant
      12




---



##### 



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    Fiscal Year 2008
    
    Fiscal Year 2007Fiscal Quarter
    
    High
    
    Low
    
    High
    
    LowApril  June
    
    $
    3.64
    
    
    $
    2.56
    
    
    $
    3.25
    
    
    $
    2.39July  Sept.
    
    
    3.05
    
    
    
    1.53
    
    
    
    3.00
    
    
    
    2.30Oct.  Dec.
    
    
    3.50
    
    
    
    1.55
    
    
    
    3.05
    
    
    
    2.25Jan.  March
    
    
    2.80
    
    
    
    1.00
    
    
    
    3.30
    
    
    
    2.50
    
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    13




---



##### 



14




---



##### 



Restatements
     Fiscal year ended
    
    
    
    
    
    Remaining Deferred(Amounts in thousands)
    
    March 31,
    
    Tax Benefit
    
    Tax Liability2004
    
    
    $
    29
    
    
    $
    5922005
    
    
    
    88
    
    
    
    5042006
    
    
    
    124
    
    
    
    3802007
    
    
    
    105
    
    
    
    275
  15




---



##### 



As
    
    
    Asreported
    
    
    restated
    
    
    ChangeTotal assets
    
    $
    23,837
    
    
    $
    23,837
    
    
    $
    Stockholders equity
    
    
    5,203
    
    
    
    5,203
    
    
    
    Revenue
    
    
    50,695
    
    
    
    50,695
    
    
    
    Income tax expense (benefit)
    
    
    2,149
    
    
    
    1,769
    
    
    
    380Net income (Loss)
    
    $
    (2,790
    )
    
    $
    (2,410
    )
    
    $
    380Earnings (loss) per share  basic and
diluted
    
    $
    (.88
    )
    
    $
    (.76
    )
    
    $
    (.12
    )
 16




---



##### 



Consolidated Results of Operations
  Years ended March 31(Amounts in thousands except share data)RestatedResults of Operations
    
    2008
    
    
    2007
    
    
    Change
    
    
    %Revenues
    
    $
    43,873
    
    
    $
    50,695
    
    
    
    (6,822
    )
    
    
    -13
    %Costs of services
    
    
    40,259
    
    
    
    46,268
    
    
    
    (6,009
    )
    
    
    -13
    %Percent of revenues
    
    
    92
    %
    
    
    91
    %Gross Margin
    
    
    3,614
    
    
    
    4,427
    
    
    
    (813
    )
    
    
    -18
    %Percent of revenues
    
    
    2
    %
    
    
    9
    %Selling
    
    
    904
    
    
    
    1,041
    
    
    
    (137
    )
    
    
    -13
    %Percent of revenues
    
    
    2
    %
    
    
    2
    %General and administrative
    
    
    3,690
    
    
    
    3,386
    
    
    
    304
    
    
    
    9
    %Percent of revenues
    
    
    8
    %
    
    
    7
    %Acquisition costs
    
    
    458
    
    
    
    
    
    
    
    
    
    
    
    N/MSettlement costs
    
    
    410
    
    
    
    
    
    
    
    
    
    
    
    N/MTotal operating expenses
    
    
    5,462
    
    
    
    4,427
    
    
    
    1,035
    
    
    
    23
    %Percent of Revenues
    
    
    12
    %
    
    
    9
    %Operating income (loss)
    
    
    (1,848
    )
    
    
    
    
    
    
    (1,848
    )
    
    
    N/MPercent of revenues
    
    
    -2
    %
    
    
    0
    %Interest expense
    
    
    654
    
    
    
    673
    
    
    
    (19
    )
    
    
    -3
    %Other income
    
    
    (31
    )
    
    
    (32
    )
    
    
    (1
    )
    
    
    N/MLoss before taxes
    
    
    (2,471
    )
    
    
    (641
    )
    
    
    (1,830
    )
    
    
    285
    %Income tax expense (benefit)
    
    
    (18
    )
    
    
    1,769
    
    
    
    (1,787
    )
    
    
    -101
    %Net (loss) income
    
    
    (2,453
    )
    
    $
    (2,410
    )
    
    
    43
    
    
    
    2
    %Earnings (loss) per share  basic and diluted
    
    $
    (.77
    )
    
    $
    (.76
    )
  Revenues
  17




---



##### 



March 31,(Amounts in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    %Revenues:Services
    
    $
    41,534
    
    
    $
    48,172
    
    
    
    (6,638
    )
    
    
    -14
    %Product held for resale
    
    
    2,339
    
    
    
    2,523
    
    
    
    (184
    )
    
    
    -7
    %Total revenues
    
    $
    43,873
    
    
    $
    50,695
    
    
    
    (6,822
    )
    
    
    -13
    %
  Operating costs and expenses
      March 31(Amounts in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    %Services delivery and support
    
    $
    32,472
    
    
    $
    38,445
    
    
    
    (5,973
    )
    
    
    -16
    %Product held for resale
    
    
    2,148
    
    
    
    2,309
    
    
    
    (161
    )
    
    
    -7
    %Total direct costs
    
    
    34,620
    
    
    
    40,754
    
    
    
    (6,134
    )
    
    
    -15
    %Indirect costs
    
    
    5,639
    
    
    
    5,514
    
    
    
    125
    
    
    
    2
    %Operating costs and expenses
    
    $
    40,259
    
    
    $
    46,268
    
    
    
    (6,009
    )
    
    
    -13
    %
 18




---



##### 



Gross Margin
   Selling and Marketing Expenses
  General and Administrative Expenses
    Operating Loss
  19




---



##### 



Interest Expense
  Income Tax Expense (Benefit)
   Litigation settlement and acquisition costs
   Net Loss
   Depreciation and Amortization
  Liquidity and Capital Resources
      20




---



##### 



Liquidity and Capital Resources (Amounts in thousands)
    
    2008
    
    
    2007Cash balance at March 31
    
    $
    232
    
    
    $
    1,078Working (deficit) capital at March 31
    
    $
    (511
    )
    
    $
    1,271Net cash provided by operating activities
    
    $
    1,781
    
    
    $
    419Net cash provided by (used in) investment activities
    
    $
    295
    
    
    $
    (525
    )Net cash (used in) provided by financing activities
    
    $
    (2,922
    )
    
    $
    784
       21




---



##### 



22




---



##### 



23




---



##### 



Off Balance Sheet Arrangements
  Application of Critical Accounting Estimates
  Revenue Recognition
  24




---



##### 



Inventory Valuation Reserves
  Allowance for Doubtful Accounts
  Goodwill and Other Intangible Assets
    25




---



##### 



Property and Equipment
  Income Taxes and Valuation Allowance
  Results of Operations and Forward Looking Statements
  Recent Accounting Pronouncements
  26




---



##### 



27




---



##### 



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    Long-term debt (including current maturities)(Amounts in thousands)
    
    Total DebtLoan agreement with Provident Bank at the prime rate plus
1.0%, due June 30, 2008. The interest rate was 7.5% at March
31, 2008
    
    $
    4,448Auxiliary line of credit with Provident Bank (Interest rate of
8.5%) (Paid in full on April 30, 2008.)
    
    
    60Total variable rate debt
    
    
    4,5088% subordinated notes from affiliate due July 1, 2009
    
    
    1,000Equipment under a capital lease, 8% interest, 60 month term
    
    
    120Equipment under a capital lease, 8% interest, 24 month term
    
    
    481Total fixed rate debt
    
    
    1,601Total debt
    
    $
    6,109
  28




---



##### 



Item 8. Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 29




---



##### 



Report of Independent Registered Public Accounting Firm
 
      
 30




---



##### 



HALIFAX CORPORATION OF VIRGINIA   FOR THE YEARS ENDED MARCH 31, 2008, AND 2007
 2008
    
    
    2007(Amounts in thousands except share and per share data)
    
    
    
    
    
    RestatedRevenues
    
    $
    43,873
    
    
    $
    50,695Operating costs and expenses
    
    
    40,259
    
    
    
    46,268Gross margin
    
    
    3,614
    
    
    
    4,427Selling and marketing expense
    
    
    904
    
    
    
    1,041General and administrative expense
    
    
    3,690
    
    
    
    3,386Acquisition costs
    
    
    458
    
    
    
    Settlement costs
    
    
    410
    
    
    
    Operating (loss) income
    
    
    (1,848
    )
    
    
    Interest expense
    
    
    654
    
    
    
    673Other income
    
    
    (31
    )
    
    
    (32
    )Loss before income taxes
    
    
    (2,471
    )
    
    
    (641
    )Income tax (benefit) expense
    
    
    (18
    )
    
    
    1,769Net loss
    
    $
    (2,453
    )
    
    $
    (2,410
    )Net loss per share  basic and diluted
    
    $
    (.77
    )
    
    $
    (.76
    )Weighted average number of common shares outstanding  Basic and diluted
    
    
    3,175,206
    
    
    
    3,175,206
  31




---



##### 



HALIFAX CORPORATION OF VIRGINIA  CONSOLIDATED BALANCE SHEETS  MARCH 31, 2008 AND 2007
 March 31,(Amounts in thousands except share and per share data)
    
    2008
    
    
    2007ASSETSCURRENT ASSETSCash
    
    $
    232
    
    
    $
    1,078Restricted cash
    
    
    
    
    
    
    673Accounts receivable, net
    
    
    10,206
    
    
    
    11,345Inventory, net
    
    
    3,240
    
    
    
    4,946Prepaid expenses and other current assets
    
    
    220
    
    
    
    584TOTAL CURRENT ASSETS
    
    
    13,898
    
    
    
    18,626PROPERTY AND EQUIPMENT, net
    
    
    1,001
    
    
    
    1,225GOODWILL
    
    
    2,918
    
    
    
    2,918OTHER INTANGIBLE ASSETS, net
    
    
    662
    
    
    
    947OTHER ASSETS
    
    
    111
    
    
    
    121TOTAL ASSETS
    
    $
    18,590
    
    
    $
    23,837LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    2,807
    
    
    $
    3,251Accrued expenses
    
    
    2,473
    
    
    
    3,124Deferred maintenance revenues
    
    
    4,309
    
    
    
    3,058Current portion of long-term debt
    
    
    276
    
    
    
    31Bank debt
    
    
    4,448
    
    
    
    6,880Auxiliary line of credit
    
    
    60
    
    
    
    1,000Income taxes payable
    
    
    35
    
    
    
    11TOTAL CURRENT LIABILITIES
    
    
    14,408
    
    
    
    17,355SUBORDINATED DEBT  AFFILIATE
    
    
    1,000
    
    
    
    1,000OTHER LONG-TERM DEBT
    
    
    325
    
    
    
    120DEFERRED INCOME
    
    
    99
    
    
    
    159TOTAL LIABILITIES
    
    
    15,832
    
    
    
    18,634COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    STOCKHOLDERS EQUITYPreferred stock, no par value, Authorized 1,500,000, Issued 0 shares
    
    
    
    
    
    
    Common stock, $.24 par value, Authorized 6,000,000 shares,
Issued 3,431,890 shares,

Outstanding 3,175,206 shares
    
    
    828
    
    
    
    828Additional paid-in capital
    
    
    9,075
    
    
    
    9,047Accumulated deficit
    
    
    (6,933
    )
    
    
    (4,460
    )Less treasury stock at cost  256,684 shares
    
    
    (212
    )
    
    
    (212
    )TOTAL STOCKHOLDERS EQUITY
    
    
    2,758
    
    
    
    5,203TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    18,590
    
    
    $
    23,837
  32




---



##### 



HALIFAX CORPORATION OF VIRGINIA   FOR THE YEARS ENDED MARCH 31, 2008, AND 2007
 2008
    
    
    2007(Amounts in thousands)
    
    
    
    
    
    RestatedCash flows from operating activities:Net loss
    
    $
    (2,453
    )
    
    $
    (2,410
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    887
    
    
    
    981Deferred income taxes
    
    
    
    
    
    
    1,780Equity based compensation
    
    
    28
    
    
    
    30Changes in assets and liabilities:Accounts receivable
    
    
    1,139
    
    
    
    70Inventory
    
    
    1,706
    
    
    
    1,417Prepaid expenses and other current assets
    
    
    364
    
    
    
    138Other assets
    
    
    10
    
    
    
    9Accounts payable, accrued expenses and
other current liabilities
    
    
    (1,095
    )
    
    
    (760
    )Deferred maintenance revenues
    
    
    1,251
    
    
    
    (457
    )Deferred income
    
    
    (60
    )
    
    
    (59
    )Income taxes payable
    
    
    4
    
    
    
    (320
    )Net cash flow provided by operating activities
    
    
    1,781
    
    
    
    419Cash flows from investing activities:Purchase of property and equipment
    
    
    (378
    )
    
    
    (477
    )Restricted cash
    
    
    673
    
    
    
    (48
    )Net cash flow provided by (used in) investing activities
    
    
    295
    
    
    
    (525
    )Cash flows from financing activities:Proceeds from debt borrowings
    
    
    41,141
    
    
    
    36,198Repayments of debt
    
    
    (43,573
    )
    
    
    (36,209
    )(Repayments of) advances on auxiliary line of credit
    
    
    (940
    )
    
    
    1,000Other debt
    
    
    450
    
    
    
    (37
    )Retirement of acquisition debt
    
    
    
    
    
    
    (168
    )Net cash (used in) provided by financing activities
    
    
    (2,922
    )
    
    
    784Net (decrease) increase in cash
    
    
    (846
    )
    
    
    678Cash at beginning of year
    
    
    1,078
    
    
    
    400Cash at end of year
    
    $
    232
    
    
    $
    1,078
  33




---



##### 



HALIFAX CORPORATION OF VIRGINIA   FOR THE YEARS ENDED MARCH 31, 2008 AND 2007
 Common Stock
    
    
    AdditionalPar
    
    
    Paid-In
    
    
    Accumulated
    
    
    Treasury StockShares
    
    
    Value
    
    
    Capital
    
    
    Deficit
    
    
    Shares
    
    
    Cost
    
    
    TotalMarch 31, 2006, as reported
    
    
    3,431,890
    
    
    
    828
    
    
    $
    9,017
    
    
    $
    (1,670
    )
    
    
    256,684
    
    
    $
    (212
    )
    
    $
    7,963Net loss, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (380
    )
    
    
    
    
    
    
    
    
    
    
    March 31, 2006, as restated
    
    
    3,431,890
    
    
    
    828
    
    
    
    9,017
    
    
    
    (2,050
    )
    
    
    256,684
    
    
    
    (212
    )
    
    
    7,583Equity based compensation
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30Net loss, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,410
    )
    
    
    
    
    
    
    
    
    
    
    (2,410
    )March 31, 2007
    
    
    3,431,890
    
    
    
    828
    
    
    
    9,047
    
    
    
    (4,460
    )
    
    
    256,684
    
    
    
    (212
    )
    
    
    5,203Equity based compensation
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Adjustment to initially
adopt FIN No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    (20
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,453
    )
    
    
    
    
    
    
    
    
    
    
    (2,453
    )March 31, 2008
    
    
    3,431,890
    
    
    $
    828
    
    
    $
    9,075
    
    
    $
    6,933
    
    
    
    256,684
    
    
    
    (212
    )
    
    $
    2,758
  34




---



##### 



HALIFAX CORPORATION OF VIRNINIA   FOR THE YEARS ENDED MARCH 31, 2008 AND 2007
  Business Activity
 Principles of Consolidation
 Use of Estimates
 Accounts Receivable
  Inventory
 Property and Equipment
 Machinery and equipment
    
    3-10 yearsFurniture and fixtures
    
    5 yearsBuilding improvements
    
    5-10 yearsVehicles
    
    4 years
  35




---



##### 



Goodwill and Intangible Assets
 Deferred Maintenance Revenues
 Revenue Recognition
 Income Taxes
 Stock-Based Compensation
 Earnings (Loss) Per Common Share
 Concentration of Risk
  36




---



##### 



Acquisition Costs
  Risks and Uncertainties
  Financial Instruments
  Segment Reporting
  Recent Pronouncements
   37




---



##### 



2. RESTATEMENT
   Fiscal year ended
    
    
    
    
    
    Remaining Deferred(Amounts in thousands)
    
    March 31,
    
    Tax Benefit
    
    Tax Liability2004
    
    
    $
    30
    
    
    $
    5922005
    
    
    
    88
    
    
    
    5042006
    
    
    
    124
    
    
    
    3802007
    
    
    
    105
    
    
    
    275
   38




---



##### 



As
    
    
    Asreported
    
    
    restated
    
    
    ChangeTotal assets
    
    $
    23,837
    
    
    $
    23,837
    
    
    $
    Stockholders equity
    
    
    5,203
    
    
    
    5,203
    
    
    
    Income tax expense
    
    
    2,149
    
    
    
    1,769
    
    
    
    380Net loss
    
    $
    (2,790
    )
    
    $
    (2,410
    )
    
    $
    380Net loss per share  basic and diluted
    
    $
    (.88
    )
    
    $
    (.76
    )
    
    $
    (.12
    )
   March 31,(Amounts in thousands)
    
    2008
    
    
    2007Amounts billed
    
    $
    10,283
    
    
    $
    10,832Amounts unbilled
    
    
    73
    
    
    
    730Total
    
    
    10,356
    
    
    
    11,562Allowance for doubtful accounts
    
    
    (150
    )
    
    
    (217
    )Total
    
    $
    10,206
    
    
    $
    11,345
   March 31,(Amounts in thousands)
    
    2008
    
    
    2007Machinery and equipment
    
    $
    3,566
    
    
    $
    3,196Furniture and fixtures
    
    
    235
    
    
    
    235Building improvements
    
    
    323
    
    
    
    315Vehicles
    
    
    162
    
    
    
    162Total
    
    
    4,286
    
    
    
    3,908Accumulated depreciation
    
    
    (3,285
    )
    
    
    (2,683
    )Total
    
    $
    1,001
    
    
    $
    1,225
  39




---



##### 



2008
    
    
    
    
    
    
    
    
    
    
    2007EstimatedAmortizationperiod
    
    
    Gross
    
    
    Accumulated
    
    
    Net
    
    
    Gross
    
    
    Accumulated
    
    
    Net(Amounts in thousands):
    
    (in months)
    
    
    Assets
    
    
    Amortization
    
    
    Assets
    
    
    Assets
    
    
    Amortization
    
    
    AssetsClient master contracts
    
    
    60-90
    
    
    $
    1,675
    
    
    $
    (1,013
    )
    
    $
    662
    
    
    $
    1,675
    
    
    $
    (738
    )
    
    $
    937Backlog
    
    
    48
    
    
    
    96
    
    
    
    (96
    )
    
    
    
    
    
    
    96
    
    
    
    (86
    )
    
    
    10Subcontractor provider network
    
    
    36
    
    
    
    64
    
    
    
    (64
    )
    
    
    
    
    
    
    64
    
    
    
    (64
    )
    
    
    Non compete
    
    
    24-36
    
    
    
    109
    
    
    
    (109
    )
    
    
    
    
    
    
    109
    
    
    
    (109
    )
    
    
    $
    1,944
    
    
    $
    (1,282
    )
    
    $
    662
    
    
    $
    1,944
    
    
    $
    (997
    )
    
    $
    947
  Fiscal Year ended March 31,(Amounts in thousands):2009
    
    $
    2872010
    
    
    2162011
    
    
    1252012
    
    
    34Total
    
    $
    662
   40




---



##### 



March 31,(Amounts in thousands)2008
    
    
    2007Bank debt consists of:Revolving credit agreement dated July 6, 2006, as amended maturing June 30, 2008
with a maximum borrowing limit of $6.0 million. Amounts available under this
agreement were determined by applying stated percentages to the Companys eligible
receivables and inventory. At March 31, 2008, $1.5 million, was available to the
Company under the terms of the agreement. The facility bears interest at the
banks prime rate plus 2%. The interest rate at March 31, 2008 and 2007 was 7.5%
and 8.5%, respectively.
    
    $
    4,448
    
    
    $
    6,880Auxiliary line of credit, bearing interest at 8.5% (paid in full on April 30, 2008)
    
    
    60
    
    
    
    1,000Total bank debt
    
    $
    4,508
    
    
    $
    7,880Subordinated note with an affiliate (see Note 13) dated November 2, 1998.
Principal due on July 1, 2009. Interest accrues annually at 8%.
    
    
    500
    
    
    
    500Subordinated note with an affiliate (see Note 13) dated November 5, 1998.
Principal due on July 1, 2009. Interest accrues annually at 8%.
    
    
    500
    
    
    
    500Subtotal  debt affiliated parties
    
    
    1,000
    
    
    
    1,000Equipment under a capital lease, 8% interest, 60 month term
    
    
    120
    
    
    
    151Equipment under a capital lease, 8% interest, 24 month term
    
    
    481
    
    
    
    Total debt
    
    
    6,109
    
    
    
    9,031Less current maturities
    
    
    4,784
    
    
    
    7,911Total long-term debt
    
    $
    1,325
    
    
    $
    1,120
     41




---



##### 



42




---



##### 



(Amounts in thousands)
 Year endingMarch 31,
    
    Total2009
    
    $
    4,7842010
    
    
    1,2822011
    
    
    43Total
    
    $
    6,109
   (Amounts in thousands)
 March 31,2008
    
    
    2007Accrued lease payments
    
    $
    1,221
    
    
    $
    1,241Accrued vacation
    
    
    75
    
    
    
    320Accrued payroll
    
    
    362
    
    
    
    421Payroll taxes accrued and withheld
    
    
    180
    
    
    
    493Interest
    
    
    249
    
    
    
    195Other accrued expenses
    
    
    386
    
    
    
    454$
    2,473
    
    
    $
    3,124
       43




---



##### 



WeightedAverageNumber of
    
    
    Exercise Price2005 Plan
    
    Shares
    
    
    Per ShareOutstanding at March 31, 2006
    
    
    27,800
    
    
    $
    3.40Granted
    
    
    69,500
    
    
    
    3.00Outstanding at March 31, 2007
    
    
    97,300
    
    
    
    3.11Forfeited/Expired
    
    
    (6,500
    )
    
    
    3.00Outstanding at March 31, 2008
    
    
    90,800
    
    
    $
    3.12
 WeightedAverageNumber of
    
    
    Exercise Price1994 Plan and 1997 Plan
    
    Shares
    
    
    Per ShareOutstanding at March 31, 2006
    
    
    405,917
    
    
    $
    5.16Forfeited/Expired
    
    
    (6,500
    )
    
    
    4.78Outstanding at March 31, 2007
    
    
    399,417
    
    
    
    5.17Forfeited/Expired
    
    
    (40,750
    )
    
    
    7.89Outstanding at March 31, 2008
    
    
    358,667
    
    
    $
    4.86
  Options OutstandingWeighted Average
    
    
    Options Outstanding
    
    
    
    
    
    
    Options ExercisableRange of
    
    
    Options
    
    
    Remaining
    
    
    Weighted Average
    
    
    Options
    
    
    Weighted AverageExercise Prices
    
    
    Outstanding
    
    
    Contractual Life
    
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise price$
    3.40
    
    
    
    27,800
    
    
    8 years
    
    $
    3.40
    
    
    
    27,800
    
    
    $
    3.403.00
    
    
    
    63,000
    
    
    9 years
    
    
    3.00
    
    
    
    15,750
    
    
    
    3.00$
    3.00-3.40
    
    
    
    90,800
    
    
    
    
    
    
    $
    3.12
    
    
    
    43,550
    
    
    $
    3.26
 44




---



##### 



Options OutstandingWeighted Average
    
    Options Outstanding
    
    
    
    
    
    
    Options ExercisableRange of
    
    
    Options
    
    
    Remaining
    
    Weighted Average
    
    
    Options
    
    
    Weighted AverageExercise Prices
    
    
    Outstanding
    
    
    Contractual Life
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise price$
    7.03
    
    
    
    10,500
    
    
    .50 years
    
    $
    7.03
    
    
    
    10,500
    
    
    $
    7.035.57-7.56
    
    
    
    77,000
    
    
    1.80 years
    
    
    6.23
    
    
    
    77,000
    
    
    
    6.235.38-7.06
    
    
    
    64,500
    
    
    2.25 years
    
    
    5.81
    
    
    
    64,500
    
    
    
    5.811.80-4.05
    
    
    
    70,000
    
    
    3.66 years
    
    
    3.51
    
    
    
    70,000
    
    
    
    3.513.10-5.00
    
    
    
    45,667
    
    
    4.70 years
    
    
    3.51
    
    
    
    45,667
    
    
    
    3.514.11-5.70
    
    
    
    13,000
    
    
    5.31 years
    
    
    4.11
    
    
    
    12,667
    
    
    
    4.114.45-5.02
    
    
    
    78,000
    
    
    6.00 years
    
    
    4.57
    
    
    
    76,667
    
    
    
    4.57$
    1.80-$7.03
    
    
    
    358,667
    
    
    
    
    $
    4.86
    
    
    
    357,001
    
    
    $
    4.86
       (Amounts in thousands)
    
    2008
    
    
    2007RestatedCurrent expense (benefit):Federal
    
    $
    
    
    
    $
    State
    
    
    (18
    )
    
    
    10Total current:
    
    
    (18
    )
    
    
    10Deferred expense (benefit):Federal
    
    
    
    
    
    
    1,546State
    
    
    
    
    
    
    213Total deferred:
    
    
    
    
    
    
    1,759Income tax expense (benefit)
    
    $
    (18
    )
    
    $
    1,769
 45




---



##### 



(Amounts in thousands)
    
    2008
    
    
    2007RestatedDeferred tax assets:Accounts receivable reserves
    
    $
    57
    
    
    $
    84Inventory reserve
    
    
    479
    
    
    
    478Inventory capitalization
    
    
    62
    
    
    
    86Depreciation and amortization
    
    
    85
    
    
    
    112Accrued compensation, vacation and other
    
    
    49
    
    
    
    181Abandonment of space
    
    
    15
    
    
    
    26AMT credit carryforwards
    
    
    227
    
    
    
    219Net operating loss carryforward
    
    
    1,989
    
    
    
    522Deferred gain on building sale
    
    
    38
    
    
    
    613,001
    
    
    
    1,769Deferred tax liabilities:
    
    
    
    
    
    
    3,001
    
    
    
    1,769Valuation allowance
    
    
    (3,001
    )
    
    
    (1,769
    )Net deferred tax asset
    
    $
    
    
    
    $
    
     2008
    
    
    2007Restated(Benefit) provision for income taxes
    
    
    (34.0
    )%
    
    
    (34.0
    )%(Reduction) increase in taxes resulting from:State taxes, net of federal benefit
    
    
    (4.0
    )
    
    
    (6.7
    )Permanent items
    
    
    4.0
    
    
    
    22.9Other
    
    
    2.7
    
    
    
    2.0Change in valuation allowance for deferred tax assets
    
    
    30.6
    
    
    
    182.7Total
    
    
    (.7
    )%
    
    
    166.9
    %
  46




---



##### 



(Amounts in thousands)
 Year ending March 31,$
    1,4542009
    
    
    7732010
    
    
    7012011
    
    
    43Total minimum lease payments
    
    $
    2,240
      47




---



##### 



(Amounts in thousands)
    
    2008
    
    
    2007Interest paid
    
    $
    599
    
    
    $
    637Income taxes paid
    
    $
    12
    
    
    $
    320Disclosure of non-cash financing activities:Purchase of equipment /software pursuant to a capital lease
    
    $
    500
    
    
    $
    5% notes payable to former AlphaNational shareholders
    
    $
    
    
    
    $
    168
  
 (Amounts in thousands except per share data)
    
    2008
    
    
    2007RestatedNumerator for net loss per share:Net loss as reported
    
    $
    (2,453
    )
    
    $
    (2,410
    )Denominator:
    
    
    
    
    
    
    Weighted-average shares outstanding  basic and
diluted
    
    
    3,175,206
    
    
    
    3,175,206Net loss per share  basic and diluted
    
    $
    (.77
    )
    
    $
    (.76
    )
    48




---



##### 



49




---



##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
     50




---



##### 



Form 8-K S-K.
 
 Item 9A. Controls and Procedures
    Managements Report on Internal Control over Financial Reporting
    51




---



##### 



Item 9B. Other Information
  52




---



##### 



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
   Code of Conduct and Ethics
  
 Item 11. Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Equity Compensation Plans
  (c)Number of securities(a)
    
    
    (b)
    
    
    remaining available forNumber of securities to
    
    
    Weighted-average
    
    
    future issuance underbe issued upon exercise of
    
    
    exercise price of
    
    
    equity compensation planoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Equity compensation
plans approved by
security holders
(1)
    
    
    449,467
    
    
    $
    4.51
    
    
    
    169,200Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    449,467
    
    
    $
    4.51
    
    
    
    169,200
 
 (1)
    
    The Company has three equity compensation plans, the 1994 Key Employee Stock Option Plan, the
1997 Non-Employee Directors Stock Option Plan and 2005 Stock Option and Stock Incentive Plan.The 2005 Stock Option and Stock Incentive Plan has a maximum of 260,000 shares of Common
Stock that are available for issuance. As of March 31, 2008, there were options to purchase
90,800 shares of common stock outstanding and no shares of Common Stock issued pursuant to
restricted stock awards. 53




---



##### 



The 1994 Key Employee Stock Option Plan has a maximum of 400,000 shares of Common Stock
available for issuance. As of March 31, 2008, there were options to purchase 283,000 shares
of the Companys Common Stock outstanding. No additional options may be granted under the
1994 Key Employee Stock Option Plan. The Non-Employee Directors Stock Option Plan has a
maximum of 100,000 options available for issuance. As of March 31, 2008, there were options
to purchase 75,667 shares of the Companys Common Stock outstanding. No additional options
may be granted under the Non-Employee Directors Stock Option Plan. 
 Item 13. Certain Relationships and Related Transactions and Director Independence
  
 Item 14. Principal Accounting Fees and Services
  54




---



##### 



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
  1.
    
    Consolidated Financial Statements
 o
    
    Reports of Independent Registered Accounting Firmso
    
    Consolidated Statements of Operations for the years ended March 31, 2008 and 2007o
    
    Consolidated Balance Sheets as of March 31, 20078 and 2007o
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2008 and 2007o
    
    Consolidated Statements of Changes in Stockholders Equity for the years ended March 31, 2008 and 2007o
    
    Notes to Consolidated Financial Statements
  3.
    
    Exhibits2.3
    
    Asset Purchase Agreement by and among Halifax Corporation, Indus Acquisition, LLC and Indus
Corporation dated as of June 30, 2005. (Schedules and exhibits are omitted pursuant to
Regulation S-K, Item 601(b)(2); Halifax agrees to furnish supplementally a copy of such
schedules and/or exhibits to the Securities and Exchange Commission upon request).
(Incorporated by reference to Exhibit 2.4 to form 10-K for the year ended March 31, 2005.)3.1
    
    Articles of Incorporation, as amended.3.2
    
    By-laws, as amended (Incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended
March 31, 2004.)4.1
    
    Research Industries Incorporated Promissory Note dated November 2, 1998. (Incorporated by
reference to Exhibit 4.13 to Form 10-K for the year ended March 31, 2002.)4.2
    
    Research Industries Incorporated Promissory Note dated November 5, 1998. (Incorporated by
reference to Exhibit 4.13 to Form 10-K for the year ended March 31, 2002.)4.3
    
    Form of 5% note issued to Microserv Shareholders (Incorporated by Reference to Exhibit 99.6
to Form 8-K dated August 29, 2003.)10.1
    
    1994 Key Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.3 to Form 10-K
for the year ended March 31, 1995).10.2
    
    Charles L. McNew Executive Severance Agreement dated May 8, 2000. (Incorporated by reference
to Exhibit 10.7 to Form 10-K for the year ended March 31, 2000.)10.3
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2001. (Incorporated by
reference to Exhibit 10.8 to Form 10-K for the year ended March 31, 2001.)10.4
    
    Severance Agreement of Joseph Sciacca, dated May 10, 2000. (Incorporated by reference to
Exhibit 10.9 to Form 10-Q for the quarter ended September 30, 2001.)10.5
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2003. (Incorporated by
reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K for the fiscal year
ended March 31, 2007.)
 55




---



##### 



10.6
    
    Non-Employee Director Stock Option Plan dated September 19, 1997. (Incorporated by reference
to Exhibit 10.13 to Form 10-K for the year ended March 31, 2002.)10.7
    
    Severance Agreement of Hugh Foley, dated January 17, 2003. (Incorporated by reference to
Exhibit 10.14 to Form 10-K for the year ended March 31, 2003.)10.8
    
    Registration Rights and First Offer Agreement dated August 29, 2003. (Incorporated by
reference to Exhibit 99.2 to Form 8-K dated August 29, 2003.)10.9
    
    Employee Severance and Restricted Covenant Agreement with Jonathan Scott, dated August 29, 2003.
(Incorporated by reference to Exhibit 99.4 to Form 8-K dated August 29, 2003.)10.10
    
    Voting Agreement, dated August 29, 2003 between Microserv, Inc. and certain shareholders of
Halifax Corporation. (Incorporated by reference to Exhibit 99.5 to Form 8-K dated August 29, 2003.)10.11
    
    Amended and Restated Banking Agreement by and between the Company, Halifax Engineering,
Inc., Microserv LLC, and Halifax AlphaNational Acquisition, Inc and Provident Bank dated
November 8, 2004. (Incorporated by reference to Exhibit 10.1 to Form 10-Q for quarter ended
September 30, 2004.)10.12
    
    Registration Rights Agreement among the Company and L. L. Whiteside, Charles A. Harper,
Morris Horn and Dan Lane dated September 30, 2004. (Incorporated by reference to Exhibit 10.2
to Form 10-Q for quarter ended September 30, 2004.)10.13
    
    Employee Severance and Restrictive Covenant Agreement between the Company and L.L. Whiteside
dated September 30, 2004. (Incorporated by reference to Exhibit 10.3 to Form 10-Q for quarter
ended September 30, 2004.)10.14
    
    Summary Term Sheet of Director Fees and Officer Compensation.10.15
    
    2005 Stock Option and Stock Incentive Plan. (Incorporated by reference to Appendix A to the
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission
on July 29, 2005.)10.16
    
    Modification to Contract VA-844 between the Commonwealth of Virginia and Halifax
Corporation. (Incorporated by reference to Exhibit 10.18 to Form 10-Q for the Quarter ended
September 30, 2005.)10.17
    
    Solutions Engagement Agreement between International Business Machines Corporation and
Halifax Corporation dated as of March 18, 2002. (Incorporated by reference to Exhibit 10 to
the form 10-Q for the quarter ended December 31, 2005.10.18
    
    Second Amended and Restated Loan and Security Agreement dated as of the 29th day of June,
2005, by and between Halifax Corporation, Halifax Engineering, Inc., Microserv LLC and Halifax
AlphaNational Acquisition, Inc. and Provident Bank and related documents. (Incorporated by
reference to Exhibit 4.9 to Form 10-K for the year ended March 31, 2005.)10.19
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998
and November 5, 2005 held by Nancy M. Scurlock. (Incorporated by reference to Exhibit 4.10 to
Form 10-K for the year ended March 31, 2005.)10.20
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998
and November 5, 2005 held by The Arch C. Scurlock Childrens Trust, dated December 9, 2003.
(Incorporated by reference to Exhibit 4.11 to Form 10-K for the year ended March 31, 2005.)10.21
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998
and November 5, 2005 held by Nancy M. Scurlock, dated June 29, 2007. (Incorporated by
reference to Exhibit 10.4 to Form 8-K, filed on July 3, 2007)10.22
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998
and November 5, 2005 held by The Arch C. Scurlock Childrens Trust, dated June 29, 2007.
(Incorporated by reference to Exhibit 10.3 to Form 8-K, dated July 3, 2007)
 56




---



##### 



10.23
    
    Fourth Amended and Restated Loan and Security Agreement dated as of 29th day of
June, 2006 by and between Halifax Corporation, Halifax Engineering, Inc., Microserv LLC and
Halifax AlphaNational Acquisition, Inc. and Provident Bank and related documents.
(Incorporated by reference to Exhibit 10.1 to Form 8-K, dated July 3, 2007)10.24
    
    Letter Agreement, dated June 28, 2007, by and among the Company, Halifax Engineering, Inc.,
Microserv LLC, Halifax AlphaNational Acquisition, Inc. and Provident Bank. (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on July 3, 2007)10.25
    
    First Amendment and Waiver dated November 13, 2007 (incorporated by reference to exhibit 10
to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.26
    
    Second Amendment and Waiver dated as of January 31, 2008 among Halifax Corporation of
Virginia, Halifax Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and
Provident Bank (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed on February 8, 2008)10.27
    
    Promissory Note (Auxiliary Revolver Facility) dated January 31, 2008 (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on February 8, 2008)10.28
    
    Promissory Note (Revolving Line of Credit) dated January 31, 2008 (incorporated by reference
to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on February 8, 2008)10.29
    
    Settlement Agreement and Release dated February 4, 2008 by and among Halifax Corporation of
Virginia, INDUS Corporation and INDUS Secure Network Solutions, LLC (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on Form 8-K filed on February 8, 2008)10.30
    
    Third Amendment and Waiver dated as of April 30, 2008 among Halifax Corporation of Virginia,
Halifax Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and Provident
Bank (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed
on May 6, 2008)21.1
    
    Subsidiaries of the registrant.23.1
    
    Independent Registered Public Accounting Firm Consent23.2
    
    Independent Registered Public Accounting Firm Consent31.1
    
    Certification of Charles L. McNew, Principal Executive Officer, of Halifax Corporation dated
July 15, 2008.31.2
    
    Certification of Joseph Sciacca, Principal Financial Officer, of Halifax Corporation dated July 15 2008.32.1
    
    Certificate of Charles L. McNew, Principal Executive Officer, of Halifax Corporation dated
July 15, 2008. pursuant to 18US.C. Section 1350.32.2
    
    Certificate of Joseph Sciacca, Principal Financial Officer, of Halifax Corporation dated
July 15, 2008.
pursuant to 18 U.S.C. Section 1350.
 57




---



##### 



SIGNATURES
  HALIFAX CORPORATIONBy
    
    /s/Charles L. McNew

Charles L. McNewPresident and Chief Executive Officer
    
    Date: 7/15/08
  Signature
    
    
    
    Title
    
    Date/s/Charles L. McNew

Charles L. McNew
    
    
    
    President and Chief
Executive Officer and Director,
(Principal Executive Officer)
    
    7/15/08/s/Joseph Sciacca

Joseph Sciacca
    
    
    
    Vice President, Finance, and
Chief Financial Officer,
(Principal Financial
Accounting Officer)
    
    7/15/08/s/John H. Grover

John H. Grover
    
    
    
    Chairman of the
Board of Directors
    
    7/15/08/s/Thomas L. Hewitt

Thomas L. Hewitt
    
    
    
    Director
    
    7/15/08/s/John M. Toups

John M. Toups
    
    
    
    Director
    
    7/15/08/s/Daniel R. Young

Daniel R. Young
    
    
    
    Director
    
    7/15/08/s/Arch C. Scurlock, Jr.

Arch C. Scurlock, Jr.
    
    
    
    Director
    
    7/15/08
 58