UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  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)
    
    (I.R.S. Employer Identification No.)5250 Cherokee Avenue, Alexandria, VA
    
    22312(Address of principal executive offices)
    
    (Zip Code)
 (703) 658-2400
 
   Common Stock, $.24 par value
    
    American Stock Exchange(Title of each class)
    
    (Name of each exchange on which registered)
  o þ
 o þ
 þ o
 þ
  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, par value $.24 per share
    
    3,175,206
 DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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TABLE OF CONTENTS
 FORWARD-LOOKING STATEMENTS
    
    
    iPART III
    
    
    1Item 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    3Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    14Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    16Item 14. Principal Accounting Fees and Services
    
    
    16PART IV
    
    
    18Item 15. Exhibits, Financial Statement Schedules
    
    
    18SIGNATURES
    
    
    19




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FORWARD-LOOKING STATEMENTS
     i




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PART III
  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    Date FirstDirector
    
    Age
    
    Elected
    
    Principal Occupation and Employment; Other BackgroundJohn H. Grover
    
    
    81
    
    
    
    1984
    
    
    John H. Grover is the Chairman of our Board of
Directors. From December 2002 until its liquidation
in December 2003, Mr. Grover served as President of
Research Industries Incorporated, a private
investment company. He served as Executive Vice
President, Treasurer and director of Research
Industries Incorporated from 1968 until June 2003,
and as a director of TransTechnology Corporation, an
aerospace engineering company, from 1969 to 1992. He
has been a general partner of Grofam, L.P., an
investment company, for over 10 years. In addition,
he presently serves as a director of Westgate
Partners, Inc., a real estate investment company,
World Resources Co., a recycling company, Parkgate
Group, LLC, a real estate investment company,
Aviation Facilities Company, Inc., a real estate
investment company, and Nano-C, Inc., a chemical
manufacturing company.Thomas L. Hewitt
    
    
    70
    
    
    
    2000
    
    
    Thomas L. Hewitt has served as Chief Executive
Officer of Global Governments LLC, a consulting
firm, since June 2000. He founded Federal Sources,
Inc., a market research and consulting firm, in
December 1984, and served as Federal Sources, Inc.s
Chief Executive Officer until the sale of Federal
Sources, Inc. in 2000. Prior to founding Federal
Sources, Inc., Mr. Hewitt served as a Senior Vice
President of Kentron, an information technology
professional services company acquired by Planning
Resource Corporation, a government IT service
company, and held several senior level positions at
Computer Science Corporation, an information
technology systems integration company, including
President of the Infonet Government Systems Division
and Vice President of Program Development of the
Systems Group. Mr. Hewitt is currently a director of
GTSI Corp., a reseller of software and hardware.
 1




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Date FirstDirector
    
    Age
    
    Elected
    
    Principal Occupation and Employment; Other BackgroundCharles L. McNew
    
    
    57
    
    
    
    2000
    
    
    Charles L. McNew joined us in July 1999 and was
appointed President and Chief Executive Officer in
May 2000. He was our acting President and Chief
Executive Officer from April 2000 to May 2000 and
prior to that was our Executive Vice President and
Chief Financial Officer. Prior to joining our
company, from July 1994 through July 1999, Mr. McNew
was Chief Financial Officer and later Chief
Operating Officer of Numerex Corporation, a publicly
traded wireless telecommunications solutions
company. Mr. McNew serves as a member of the Board
of Directors of the Services Industry Association, a
trade association.Arch C. Scurlock, Jr.
    
    
    62
    
    
    
    2003
    
    
    Arch C. Scurlock, Jr. has served as a financial
analyst consultant since June 2003. Prior to such
time, he served as Vice President of Research
Industries Incorporated from 1987 until December
2003 and as a director of Research Industries
Incorporated from 1983 until December 2003. From
1977 to 1987, Mr. Scurlock was a chemical engineer
at Atlantic Research Corporation, a government
research company.John M. Toups
    
    
    82
    
    
    
    1993
    
    
    John M. Toups currently serves as a director of GTSI
Corp. and NVR, Inc., a residential construction
company. Mr. Toups is on the board of Willdan
Group, Inc., an engineering company located in
California, a position he has held since 2007. Mr.
Toups served as President and Chief Executive
Officer of Planning Resource Corporation, an
engineering and services company, from 1978 to 1987.
Prior to that he served in various executive
positions with Planning Reserve Corporation. For a
short period of time in 1990, he served as interim
Chairman of the Board of Directors and Chief
Executive Officer of the National Bank of Washington
and Washington Bancorp.Daniel R. Young
    
    
    74
    
    
    
    2001
    
    
    Daniel R. Young has served as a managing partner for
The Turnberry Group, an advisory practice to chief
executive officers and other senior executives,
since October 2000. He also serves as a director of
GTSI Corp. and NCI, Inc., an information technology
systems engineer and integration company. Mr. Young
was formerly Vice Chairman and Chief Executive
Officer of Federal Data Corporation, a government IT
service company, until 2000. He joined Federal Data
Corporation in 1976 as the Executive Vice President,
and in 1985 was elected President and Chief
Operating Officer. Following the 1995 acquisition of
Federal Data Corporation by The Carlyle Group, a
private investment group, Mr. Young assumed the
position of President and Chief Executive Officer.
In 1998, he was elected Vice Chairman of the Board
of Directors. Before joining Federal Data
Corporation, Mr. Young was an executive of Data
Transmission Company, an information technology
company. He ultimately became Executive Vice
President of Data Transmission Company, and, prior
to that, held various engineering, sales and
management positions at Texas Instruments, Inc., a
computer equipment manufacturer. He also served in
the U.S. Navy as a sea officer.
 2




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
     
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  Overview of Our Compensation Philosophy
 3




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Role of Our Compensation Committee
  
    
    annual base salary;
    
    cash bonuses, including specific goals and amounts;
    
    equity compensation;
    
    employment agreements, severance arrangements and change of control
agreements/provisions, as applicable;
    
    signing bonus or payment of relocation costs for new hires; and
    
    any other material benefits or compensation or arrangements.
   Executive Compensation Program
   Base Salary
 4




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Cash Bonuses
   Long Term Equity Incentives  Stock Options
     5




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Benefits
 
    
    Health and dental plans, including, at the employees option, Flexible Spending
Accounts and/or a Health Savings Account. In the event that an employee elects to
participate in a Health Savings Account, the employee may contribute up to $2,500 to
the employees Health Savings Account annually;
    
    Term life insurance and optional supplemental life insurance;
    
    Optional supplemental health coverage;
    
    Short and long-term disability benefits;
    
    401(k) plan, which up to April 21, 2008 included a company match of 50% of
employee contributions up to 1% of the employees total cash compensation; and
    
    Paid time off and holidays.
   Termination and Severance Benefits
    Competitive Market Review and Future Trends
 6




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Accounting and Tax Considerations
  7




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Summary Compensation Table
  Option
    
    All OtherSalary
    
    Awards
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    ($) (1)
    
    ($)
    
    TotalCharles L. McNew
    
    
    2008
    
    
    $
    253,078
    
    
    $
    6,397
    
    
    $
    7,662
    (2)
    
    $
    267,137President and Chief Executive Officer
    
    
    2007
    
    
    
    263,390
    
    
    
    6,397
    
    
    
    8,201
    (3)
    
    
    274,988Joseph Sciacca
    
    
    2008
    
    
    
    165,516
    
    
    $
    3,472
    
    
    
    12,117
    (2)
    
    
    181,105Vice President of Finance and Chief
    
    
    2007
    
    
    
    171,448
    
    
    
    3,472
    
    
    
    12,004
    (3)
    
    
    186,924Financial OfficerHugh M. Foley
    
    
    2008
    
    
    
    153,269
    
    
    $
    2,558
    
    
    
    5,235
    (2)
    
    
    161,062Vice President, Operations
    
    
    2007
    
    
    
    161,696
    
    
    
    2,588
    
    
    
    5,381
    (3)
    
    
    169,665Douglas H. Reece
    
    
    2008
    
    
    
    150,390
    
    
    $
    1,220
    
    
    
    10,707
    (2)
    
    
    162,317Vice President, Sales and Marketing
    
    
    2007
    
    
    
    157,085
    
    
    
    1,220
    
    
    
    11,422
    (3)
    
    
    169,727
 
 (1)
    
    Represents the dollar amount recognized for financial reporting purposes with respect to the
2008 and 2007 fiscal years for the fair value of stock options granted to each named executive
officer in accordance with SFAS 123R. These amounts were calculated using the Black Sholes
option-pricing model based on the following assumptions: an expected volatility of 49.99%, an
expected term to exercise of 6.25 years and an interest rate of 4.94%, and disregarding the
estimate of forfeitures related to service-based vesting conditions. These amounts reflect our
accounting expense related to awards granted in and prior to the 2007 fiscal year or prior to
2008 fiscal year, as applicable, and do not correspond to the actual value that will be
recognized by each named executive officer.(2)
    
    Amounts in this column include: contributions to the 401(k) plans of Messrs. McNew, Sciacca,
Foley and Reece in the amounts of $2,530, $1,665, $1,553 and $410, respectively; contributions
to the heath insurance premiums of Messrs. McNew, Sciacca, Foley and Reece in the amounts of
$132, $10,452, $3,702 and $10,297, respectively; and a $5,000 automobile allowance granted to
Mr. McNew.(3)
    
    Amounts in this column include: contributions to the 401(k) plans of Messrs. McNew, Sciacca,
Foley and Reece in the amounts of $2,330, $1,667, $1,551 and $1,124, respectively;
contributions to the heath insurance premiums of Messrs. McNew, Sciacca, Foley and Reece in
the amounts of $871, $10,337, $3,830 and $10,298, respectively; and a $5,000 automobile
allowance granted to Mr. McNew. 8




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Outstanding Equity Awards at 2008 Fiscal Year End
  Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    UnexercisedOptions
    
    Options
    
    Option
    
    Option(#)
    
    (#)
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable(1)
    
    Price
    
    DateCharles L. McNew
    
    
    45,000
    
    
    
    
    
    
    $
    5.75
    
    
    
    10/2/200925,000
    
    
    
    
    
    
    
    5.50
    
    
    
    5/16/201025,000
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/201210,000
    
    
    
    
    
    
    
    3.10
    
    
    
    3/17/201325,000
    
    
    
    
    
    
    
    4.45
    
    
    
    4/21/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20153,000
    
    
    
    12,000
    
    
    
    3.00
    
    
    
    7/21/2016Joseph Sciacca
    
    
    10,000
    
    
    
    
    
    
    $
    5.50
    
    
    
    12/3/200915,000
    
    
    
    
    
    
    
    5.50
    
    
    
    5/16/201010,000
    
    
    
    
    
    
    
    5.50
    
    
    
    5/16/201010,000
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/20126,000
    
    
    
    
    
    
    
    3.10
    
    
    
    3/17/201310,000
    
    
    
    
    
    
    
    4.45
    
    
    
    4/21/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20151,500
    
    
    
    6,000
    
    
    
    3.00
    
    
    
    7/21/2016Hugh M. Foley
    
    
    10,000
    
    
    
    
    
    
    $
    7.56
    
    
    
    2/28/20102,500
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/20125,000
    
    
    
    
    
    
    
    3.10
    
    
    
    3/17/201312,500
    
    
    
    
    
    
    
    4.45
    
    
    
    4/21/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20151,000
    
    
    
    4,000
    
    
    
    3.00
    
    
    
    7/21/2016Douglas H. Reece
    
    
    2,500
    
    
    
    
    
    
    $
    3.00
    
    
    
    12/4/2011500
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/20122,500
    
    
    
    
    
    
    
    5.02
    
    
    
    9/14/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20151,000
    
    
    
    4,000
    
    
    
    3.00
    
    
    
    7/21/2016
 
 (1)
    
    All unvested options to purchase common stock vest at a rate of 20% of the initial
award each year on each anniversary of the date of grant, July 21, 2006. Potential Payments Upon Termination or Change-in-Control
 Severance Agreement with Mr. McNew
  9




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Termination for Any Reason Other Than in Connection with an Excluded Circumstance.
 Termination in Connection with a Change of Control Disposition.
  General Requirements.
 Termination/Separation Agreements with Mr. Sciacca, Mr. Foley and Mr. Reece
    2005 Stock Option and Stock Incentive Plan
  10




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1994 Key Employee Stock Option Plan
    11




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Fiscal 2008 Director Compensation
  Fees earnedor paid in
    
    Optioncash
    
    Awards
    
    TotalName
    
    ($)
    
    ($)(1)(2)
    
    ($)John H. Grover
    
    $
    7,000
    
    
    $
    488
    
    
    $
    7,488Chairman of the BoardThomas L. Hewitt
    
    
    7,000
    
    
    
    488
    
    
    
    7,488DirectorGerald F. Ryles
    
    
    7,000
    
    
    
    1,634
    (3)
    
    
    8,634DirectorArch C. Scurlock, Jr.
    
    
    7,000
    
    
    
    1,173
    (4)
    
    
    8,173DirectorJohn M. Toups
    
    
    7,000
    
    
    
    488
    
    
    
    7,488DirectorDaniel R. Young
    
    
    7,000
    
    
    
    488
    
    
    
    7,488Director
 
 (1)
    
    As of March 31, 2008, the following represented the aggregate number of shares of common
stock issuable upon the exercise of outstanding options granted to each of the above named
directors: (i) Mr. Grover  15,100; (ii) Mr. Hewitt -14,100; (iii) Mr. Ryles  5,390 (iv) Mr.
Scurlock -9,100; (v) Mr. Toups -15,100;and (vi) Mr. Young -12,100.(2)
    
    This column represents the dollar amount recognized for financial reporting purposes with
respect to the 2008 fiscal year for the fair value of stock options granted to each director
in accordance with SFAS 123R. These amounts were calculated using the Black Sholes
option-pricing model based on the following assumptions: an expected volatility of 49.99%, an
expected term to exercise of 6.25 years and an interest rate of 4.94% and disregarding the
estimate of forfeitures related to service-based vesting conditions. These amounts reflect our
accounting expense related to awards granted in and prior to the 2007 fiscal year, as
applicable, and do not correspond to the actual value that will be recognized by each
director.(3)
    
    This represents the dollar amount recognized for financial reporting purposes with respect to
the 2008 fiscal year for the fair value of stock options granted to Mr. Ryles in prior years
of $1,634 in accordance with SFAS 123R upon being elected to serve on the Board of Directors.
These amounts were calculated using the Black Sholes option-pricing model based on the
following assumptions: an expected volatility of 36.25%, an expected term to exercise of 6.25
years and an interest rate of 2.63% and disregarding the estimate of forfeitures related to
service-based vesting conditions. This amount reflects our accounting expense and will not
correspond to the actual value that will be recognized by Mr. Ryles.(4)
    
    This represents the dollar amount recognized for financial reporting purposes with respect to
the 2008 fiscal year for the fair value of stock options granted to Mr. Scurlock in prior
years of $685 in accordance with SFAS 123R upon being elected to serve on the Board of
Directors. These amounts were calculated using the Black Sholes option-pricing model based on
the following assumptions: an expected volatility of 43.32%, an expected term to exercise of
6.25 years and an interest rate of .95% and disregarding the estimate of forfeitures related
to service-based vesting conditions. This amount reflects our accounting expense and will not
correspond to the actual value that will be recognized by Mr. Scurlock. 12




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Director Compensation Description
   Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
   Compensation Committee
John H. Grover (Chairman)
John M. Toups
Thomas Hewitt 13




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  Amount andNature ofBeneficial
    
    Percent ofName and Address of Beneficial Owner
    
    Ownership
    
    ClassNancy M. Scurlock
    
    
    396,045
    (1)
    
    
    12.5
    %10575 NW Skyline Boulevard
Portland, OR 97231The Arch C. Scurlock Childrens Trust
    
    
    396,045
    (2)
    
    
    12.5
    %c/o Ms. Kelly Thompson
46 S. Glebe Rd. #200
Arlington, VA 22204Gary M. Lukowski
    
    
    157,773
    (3)
    
    
    5.0
    %11321 NE
120th Street
Kirkland, WA 98034Jai N. Gupta,
    
    
    173,955
    (4)
    
    
    5.5
    %Shashi A. Gupta and RSSJ Associates LLC
1173 Dolly Madison Blvd.
McLean, VA 22101Chester M. Arnold
    
    
    177,033
    (5)
    
    
    5.6
    %40 Fair winds Drive
Osterville, MA 02655John H. Grover
    
    
    55,885
    (6)
    
    
    1.8
    %John M. Toups
    
    
    42,031
    (7)
    
    
    1.3
    %Thomas L. Hewitt
    
    
    38,431
    (8)
    
    
    1.2
    %Arch C. Scurlock, Jr.
    
    
    26,250
    (9)
    
    
    *Daniel R. Young
    
    
    36,431
    (10)
    
    
    1.1
    %Charles L. McNew
    
    
    173,831
    (11)
    
    
    5.2
    %Joseph Sciacca
    
    
    98,409
    (12)
    
    
    3.0
    %Hugh M. Foley
    
    
    49,165
    (13)
    
    
    1.5
    %Douglas H. Reece
    
    
    12,500
    (14)
    
    
    *Directors and officers as a group (9 persons)
    
    
    532,933
    (15)
    
    
    15.2
    %
 14




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*
    
    Less than 1%.(1)
    
    Represents 392,961 shares held directly, as well as 3,083.5 shares subject to options granted
pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days
of September 30, 2008.(2)
    
    Represents 392,961 shares held directly, as well as 3,083.5 shares subject to options granted
pursuant to the Non-Employer Directors Stock Option Plan, which are exercisable within 60 days
of September 30, 2008. Arch C. Scurlock, Jr., our director, is a trustee and beneficiary of
this trust. Additionally, John H. Grover, our director, is a trustee of this trust. Messrs.
Scurlock and Grover disclaim beneficial ownership of the shares beneficially owned by the
trust because they do not have voting or investment control in accordance with rules and
regulations promulgated under the Exchange Act.(3)
    
    Based on a Schedule 13D filed with the SEC on September 9, 2003, in which Mr. Lukowski, our
former employee, reported sole voting and dispositive power over 157,773 shares held directly.(4)
    
    Based on a Schedule 13D/A filed with the SEC on September 8, 2003 by Jai N. Gupta, Shashi A.
Gupta and RSSJ Associates LLC. Represents 121,655 shares held directly by RSSJ Associates LLC
and 52,300 shares held directly by Jai M. Gupta. Mr. and Mrs. Gupta are the sole owners of
RSSJ Associates LLC and, as a result, are deemed to beneficially own 173,955 shares held
directly by RSSJ Associates LLC.(5)
    
    Based on a Schedule 13G filed with the SEC on March 6, 2008 by Chester M. Arnold. Represents
127,033 shares held directly by Mr. Arnold and 50,000 shares held by Mr. Arnolds wife.(6)
    
    Represents 1,500 shares held by the John H. Grover Revocable Trust, 41,285 shares owned by
Grofam, L.P. and 13,100 shares subject to options granted pursuant the Non-Employee Directors
Stock Option Plan and 2005 Stock Option and Stock Incentive Plan, which are exercisable within
60 days of September 30, 2008. Excludes shares held by The Arch C. Scurlock Childrens Trust,
of which Mr. Grover serves as trustee (see note 2 above).(7)
    
    Represents 28,931 shares held directly as well as 13,100 shares subject to options granted
pursuant to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and Stock
Incentive Plan, which are exercisable within 60 days of September 30, 2008.(8)
    
    Represents 24,331 shares held by the Hewitt Family, LLC and 14,100 shares subject to options
granted pursuant to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and
Stock Incentive Plan, which are exercisable within 60 days of September 30, 2008.(9)
    
    Represents 17,150 shares held directly and 9,100 shares subject to options granted pursuant
to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and Stock Incentive
Plan, which are exercisable within 60 days of September 30, 2008. Excludes shares held by The
Arch C. Scurlock Childrens Trust, of which Mr. Scurlock serves as a trustee and is a
beneficiary (see note 2 above).(10)
    
    Represents 24,331 shares held directly as well as 12,100 shares subject to options granted
pursuant to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and Stock
Incentive Plan, which are exercisable within 60 days of September 30, 2008.(11)
    
    Represents 8,500 shares held directly, 24,331 shares held indirectly by a trust for a
retirement account, 141,000 shares subject to options granted pursuant to the 1994 Key
Employee Stock Option Plan and 2005 Stock Option and Stock Incentive Plan, which are
exercisable within 60 days of September 30, 2008.(12)
    
    Represents 9,925 shares held directly, 19,484 shares held indirectly by a trust for a
retirement account, 69,000 shares subject to options granted pursuant to the 1994 Key Employee
Stock Option Plan and 2005 Stock Option and Stock Incentive Plan, which are exercisable within
60 days of September 30, 2008.(13)
    
    Represents 12,165 shares held indirectly by a trust for a retirement account, as well as
37,000 shares subject to options granted pursuant to the 1994 Key Employee Stock Option Plan
and 2005 Stock Option and Stock Incentive Plan, which are exercisable within 60 days of
September 30, 2008.(14)
    
    Represents 12,500 shares subject to options granted pursuant to the 1994 Key Employee Stock
Option Plan and 2005 Stock Option and Stock Incentive Plan, which are exercisable within 60
days of September 30, 2008.(15)
    
    Represents 90,337 shares held directly, 121,596 shares held indirectly, 321,000 shares
subject to options granted pursuant to the 1994 Key Employee Stock Option Plan and the 2005
Stock Option and Stock Incentive Plan, which are exercisable within 60 days of September 30,
2008.  15




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Transactions with Related Persons
    Director Independence
   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  Independent Public Accountant Fee Information
  16




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2008
    
    2007Audit Fees
    
    $
    227,611
    
    
    $
    316,855Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    227,611
    
    
    $
    316,855
  Audit Fees.
 Audit-Related Fees.
 Tax Fees
 All Other Fees
 Pre-Approval Policies and Procedures
  17




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PART IV
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
   Exhibit Number
    
    Description of Exhibits31.1
    
    Certification of Charles L. McNew, Principal Executive
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of Joseph Sciacca, Principal Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
 18




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SIGNATURES
  HALIFAX CORPORATION OF VIRGINIABy:
    /s/ Charles L. McNewCharles L. McNewPresident and Chief Executive Officer  19




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EXHIBIT INDEX
 Exhibit Number
    
    Description of Exhibits31.1
    
    Certification of Charles L. McNew, Principal Executive
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of Joseph Sciacca, Principal Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.