##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (AMENDMENT NO. 1)
 (Mark One)
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended March 31, 2007 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
  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
  Common Stock, $.24 par value
    
    American Stock Exchange(title of each class)
    
    (Name of each exchangeon which registered)
   o þ
 o þ
 þ o
 o
  o o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    4Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    16Item 13. Certain Relationships and Related Transactions and Director Independence
    
    
    18Item 14. Principal Accounting Fees and Services
    
    
    18PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    20Signatures
    
    
    24




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Forward-Looking Statements




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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
    
    
    79
    
    
    
    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. Prior to such time, 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. 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. He is a
general partner of Grofam, L.P., an investment
company.Thomas L. Hewitt
    
    
    68
    
    
    
    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. in December 1984, a market research and
consulting firm, and served as Federal Sources,
Inc.s Chief Executive Officer until the recent sale
of Federal Sources, Inc. in 2000. Prior to founding
Federal Services, 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
    
    
    55
    
    
    
    2000
    
    
    Charles L. McNew joined us in July 1999 and was
appointed President and Chief Executive Officer in
May 2000. He was acting President and Chief
Executive Officer from April 2000 to May 2000 and
prior to that was 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 public Company
which develops and markets communications and
information products and services.Gerald F. Ryles
    
    
    71
    
    
    
    2003
    
    
    Gerald F. Ryles served as Chairman of the Board of
Directors and Chief Executive Officer of Microserv,
Inc. from January 1994 until January 2001. From
January 2001 until we acquired by merger all of the
issued and outstanding capital stock of Microserv,
Inc., on August 29, 2003, Mr. Ryles served as the
Chairman of the Board of Directors of Microserv,
Inc. Mr. Ryles also serves as a director of Giant
Campus, Inc., a software company, and Zumiez Inc., a
mall based specialty retailer.Arch C. Scurlock, Jr.
    
    
    60
    
    
    
    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.Daniel R. Young
    
    
    73
    
    
    
    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, 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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Date FirstDirector
    
    Age
    
    Elected
    
    Principal Occupation and Employment; Other BackgroundJohn M. Toups
    
    
    81
    
    
    
    1993
    
    
    John M. Toups currently serves as a director of GTSI
Corp. and NVR, Inc., a residential construction
company. Mr. Toups served as President and Chief
Executive Officer of Planning Resource Corporation
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.
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
   Audit Committee
  3




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Item 11. Executive Compensation
 Compensation Discussion and Analysis
  Overview of our Compensation Philosophy.
 Role of our Compensation Committee.
  
    
    annual base salary;
    
    cash bonuses, including specific goals and amounts;
    
    other 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.
   4




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Executive Compensation Program
   Base Salary.
  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, we 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, including 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 .
  6




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Competitive Market Review and Future Trends.
    Accounting and Tax Considerations.
  7




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Fiscal 2007 Summary Compensation Table
  Option
    
    All OtherSalary
    
    Awards
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)Charles L. McNew
President and Chief Executive
Officer
    
    
    2007
    
    
    $
    263,390
    
    
    $
    6,397
    
    
    $
    8,201
    
    
    $
    274,988Joseph Sciacca
Vice President of Finance and
Chief Financial Officer
    
    
    2007
    
    
    
    171,448
    
    
    
    3,472
    
    
    
    12,004
    
    
    
    186,924Hugh M. Foley
Vice President, Operations
    
    
    2007
    
    
    
    161,696
    
    
    
    2,588
    
    
    
    5,381
    
    
    
    169,665Douglas H. Reece
Vice President,
Sales and Marketing
    
    
    2007
    
    
    
    157,085
    
    
    
    1,220
    
    
    
    11,422
    
    
    
    169,727
 
 (1)
    
    This column represents the dollar amount recognized for financial reporting purposes
with respect to the 2007 fiscal year for the fair value of stock options granted to each named
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%. These amounts reflect
our accounting expense and do not correspond to the actual value that will be recognized by
the named directors.(2)
    
    Amounts in this column include: contributions to the 401(k) plans of Mssrs. 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 Mssrs. 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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Grants of Plan-Based Awards In Fiscal 2007
  All Other OptionAwards:
    
    
    
    
    
    Grant Date FairNumber of Securities
    
    Exercise or Base
    
    Value of Stock andGrant
    
    Underlying Options
    
    Price of Option
    
    Option AwardsName
    
    Date
    
    (#)(1)
    
    Awards ($/Sh)
    
    ($)(2)Charles L. McNew
President and Chief

Executive Officer
    
    
    7/21/2006
    
    
    
    15,000
    
    
    $
    3.00
    
    
    $
    24,410Joseph Sciacca
Vice President of

Finance and Chief

Financial Officer
    
    
    7/21/2006
    
    
    
    7,500
    
    
    
    3.00
    
    
    
    12,205Hugh M. Foley
Vice President,

Operations
    
    
    7/21/2006
    
    
    
    5,000
    
    
    
    3.00
    
    
    
    8,136Douglas H. Reece
Vice President,

Sales and Marketing
    
    
    7/21/2006
    
    
    
    5,000
    
    
    
    3.00
    
    
    
    8,136
 
 (1)
    
    Options to purchase common stock shown in the Table were made under our 2005 Stock Option
and Stock Incentive Plan. The exercise price of the options is the closing price of our
common stock on the date of grant, which is the date when the Compensation and Employee
Benefits Committee approved such awards.(2)
    
    This column represents the dollar amount recognized for financial reporting purposes with
respect to the 2007 fiscal year for the fair value of stock options granted to each named
officers 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%. These amounts reflect
our accounting expense and do not correspond to the actual value that will be recognized by
the named officers.  9




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Outstanding Equity Awards at 2007 Fiscal Year End
  Option AwardsNumber of Securities
    
    Number of SecuritiesUnderlying
    
    Underlying Unexercised
    
    OptionUnexercised Options
    
    Options
    
    Exercise
    
    Option(#)
    
    (#)
    
    Price
    
    ExpirationName
    
    Exercisable
    
    Unexercisable(1)
    
    ($)
    
    DateCharles L. McNew

President and Chief

Executive Officer
    
    
    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
    
    
    
    7/18/2016Joseph Sciacca

Vice President of

Finance and Chief

Financial Officer
    
    
    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
    
    
    
    7/18/2016Hugh M. Foley

Vice President,

Operations
    
    
    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
    
    
    
    7/18/2016Douglas H. Reece

Vice President,

Sales and Marketing
    
    
    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
    
    
    
    7/18/2016
 
 (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.  10




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Option Exercises and Stock Vested in Fiscal Year 2007
  Potential Payments Upon Termination or Change-in-Control
 Severance Agreement with Mr. McNew
  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
  11




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2005 Stock Option and Stock Incentive Plan
    Estimated Value of Potential Benefit under the 2005 Stock Option and
Stock

Incentive Plan Upon Change of Control to:Potential Benefit
    
    Charles L. McNew
    
    Joseph Sciacca
    
    Hugh M. Foley
    
    Douglas H. ReeceVesting in full of
unvested stock
option awards(1)
    
    $
    600
    
    
    $
    300
    
    
    $
    200
    
    
    $
    200
 
 (1)
    
    This amount represents the unrealized value of the unvested portion, or options to purchase
12,000, 6,000, 4,000 and 4,000 shares of common stock granted to Mr. McNew, Mr. Sciacca, Mr.
Foley and Mr. Reece, respectively, under the plan as of March 31, 2007. The unrealized value
of unvested options was calculated by multiplying (a) the number of shares underlying the
unvested options by (b) the difference between 3.05, the closing price of our common stock on
March 30, 2007, the last trading day before March 31, 2007, and the applicable per share
exercise price of the options. 12




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Fiscal 2007 Director Compensation
   Fees earned or paid in cash
    
    Option Awards
    
    TotalName
    
    ($)
    
    ($)(1)
    
    ($)John H. Grover

Chairman of the Board
    
    $
    9,000
    
    
    $
    488
    (2)
    
    $
    9,488John M. Toups

Director
    
    
    9,000
    
    
    
    488
    (2)
    
    
    9,488Thomas L. Hewitt

Director
    
    
    9,000
    
    
    
    488
    (2)
    
    
    9,488Gerald F. Ryles

Director
    
    
    9,000
    
    
    
    2,100
    (2)(3)
    
    
    11,100Arch C. Scurlock, Jr.

Director
    
    
    9,000
    
    
    
    1,210
    (2)(4)
    
    
    10,210Daniel R Young

Director
    
    
    9,000
    
    
    
    488
    (2)
    
    
    9,488
 
 (1)
    
    On March 31, 2007, the following represents the aggregate number of option awards
outstanding for each of the above named directors: (i) Mr. Grover  19,300; (ii) Mr. Toups 
19,300; (iii) Mr. Hewitt  15,300; (iv) Mr. Ryles  8,300; (v) Mr. Scurlock  12,000; (vi) Mr.
Young  8,300. During fiscal 2007, Messrs. Grover, Toups, Hewitt, Ryles and Scurlock were
each granted 2,000 options to purchase shares of our common stock at an exercise price of
$3.00 per share, which awards are included in the table above.(2)
    
    This column represents the dollar amount recognized for financial reporting purposes with
respect to the 2007 fiscal year for the fair value of stock options granted to each named
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%. These amounts reflect
our accounting expense and do not correspond to the actual value that will be recognized by
the named directors.(3)
    
    This represents the dollar amount recognized for financial reporting purposes with respect to
the 2007 fiscal year for the fair value of stock options granted to Mr. Ryles in prior years
of $1,612 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%. 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 2007 fiscal year for the fair value of stock options granted to Mr. Scurlock in prior
years of $722 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%. This amount reflects our accounting expense and will
not correspond to the actual value that will be recognized by Mr. Scurlock. Director Compensation Description
  13




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Compensation Committee Interlocks and Insider Participation
  14




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COMPENSATION AND EMPLOYEE BENEFITS COMMITTEE REPORT
   Compensation and Employee Benefits
CommitteeJohn H. Grover (Chairman)John M. ToupsThomas Hewitt
 15




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Amount and Nature ofName and Address of Beneficial Owner
    
    Beneficial Ownership
    
    PercentNancy M. Scurlock
    
    
    399,544.5
    (1)
    
    
    12.6
    %10575 NW Skyline Boulevard
Portland, OR 97231The Arch C. Scurlock Childrens Trust
    
    
    399,544.5
    (2)
    
    
    12.6
    %c/o Ms. Kelly Thompson
46 S. Glebe Rd. #200
Arlington, VA 22204Gary M. Lukowski(3)
    
    
    160,573
    (4)
    
    
    5.1
    %11321 NE 120th Street
Kirkland, WA 98034Jai N. Gupta,
    
    
    198,286
    (5)
    
    
    6.1
    %Shashi A. Gupta and RSSJ Associates, LLC
1173 Dolly Madison Blvd.
McLean, VA 22101John H. Grover
    
    
    62,485
    (6)
    
    
    2.0
    %John M. Toups
    
    
    53,497
    (7)
    
    
    1.7
    %Thomas L. Hewitt
    
    
    44,897
    (8)
    
    
    1.4
    %Gerald F. Ryles
    
    
    106,382
    (9)
    
    
    3.3
    %Arch C. Scurlock, Jr.
    
    
    25,055
    (10)
    
    
    *Daniel R. Young
    
    
    40,897
    (11)
    
    
    1.3
    %Charles L. McNew
    
    
    175,697
    (12)
    
    
    5.3
    %Joseph Sciacca
    
    
    101,775
    (13)
    
    
    3.1
    %Hugh M. Foley
    
    
    50,598
    (14)
    
    
    1.6
    %Douglas H. Reece
    
    
    9,000
    (15)
    
    
    *Directors and Officers as a group (10 persons)
    
    
    670,283
    (16)
    
    
    19.0
    %
 
 *
    
    Less than 1% (footnotes continued on following page) 16




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##### 



(1)
    
    Based in part on a Schedule 13G filed with the SEC on October 3, 2005. Includes 6,583.5
shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan,
which are exercisable within 60 days of the record date.(2)
    
    Based in part on a Schedule 13D filed with the SEC on October 3, 2005. Includes 6,583.5
shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan,
which are exercisable within 60 days of the record date. Arch C. Scurlock, Jr., a director,
is a trustee and beneficiary of this trust. Additionally, John H. Grover, a 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 the rules and regulations promulgated under the Exchange Act.(3)
    
    Mr. Lukowski is a former employee who resigned from his position on May 4, 2007.(4)
    
    Based in part on a Schedule 13D filed with the SEC on September 9, 2003. Includes 2,800
shares subject to options granted pursuant to the 1994 Key Employee Stock Option Plan, which
are exercisable within 60 days of the record date.(5)
    
    Based in part on a Schedule 13D/A filed with the SEC on September 8, 2003 by Jai N. Gupta,
Shashi A. Gupta and RSSJ Associates, LLC. Includes 121,655 shares held by RSSJ Associates LLC
and 24,331 shares subject to warrants held directly by RSSJ Associates LLC, which are
exercisable within 60 days of the record date. Mr. and Mrs. Gupta are the sole owners of RSSJ
Associates, LLC and, as a result, may be deemed to beneficially own the 145,986 shares held
directly by RSSJ Associates, LLC.(6)
    
    Includes 1,500 shares held by the John H. Grover Revocable Trust, 41,285 shares owned by
Grofam, L.P., and 19,700 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 the record date. Excludes shares held by The Arch C. Scurlock
Childrens Trust, of which Mr. Grover serves as trustee (see note 2 above).(7)
    
    Includes 19,700 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 the Record Date and 4,866 shares subject to warrants, which are exercisable within
60 days of the record date.(8)
    
    Includes 24,331 shares held by the Hewitt Family, LLC as well as 15,700 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 the Record Date, and 4,866
shares subject to warrants, which are exercisable within 60 days of the record date.(9)
    
    Includes 101,494 shares held by the G. and A. Ryles Living Trust dated October 28, 1968, and
4,888 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
the record date.(10)
    
    Includes 7,905 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 the record date. 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).(11)
    
    Includes 11,700 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 the Record Date and 4,866 shares subject to warrants, which are exercisable within
60 days of the Record Date.(12)
    
    Includes 24,331 shares held indirectly in an IRA/retirement account, 138,000 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 the record date, and 4,866
shares subject to warrants, which are exercisable within 60 days of the record date.(13)
    
    Includes 19,484 shares held indirectly in an IRA/retirement account, 67,500 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 the record date, and 4,866
shares subject to warrants, which are exercisable within 60 days of the record date.(14)
    
    Includes 36,000 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 the record date, and 2,433 shares subject to warrants, which are exercisable within 60
days of the record date. 17




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##### 



(15)
    
    Includes 9,000 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 the record date.(16)
    
    Includes 223,090 shares held through IRA/retirement accounts, trust accounts or partnerships,
330,093 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
the Record Date, and 26,763 shares subject to warrants, which are exercisable within 60 days
of the Record Date.  Item 13. Certain Relationships and Related Transactions and Director Independence
    Item 14. Principal Accounting Fees and Services
  18




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##### 



Independent Public Accountant Fee Information
   2007
    
    2006Audit Fees
    
    $
    339,143
    
    
    $
    241,284Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    339,143
    
    
    $
    241,284
  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Pre-Approval Policies and Procedures
  19




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##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules
  Exhibits
 Exhibit Number
    
    Description of Exhibits2.1
    
    Agreement and Plan of Merger, dated August 29, 2003, for the
Acquisition of Microserv, Inc. by Halifax Corporation (incorporated
herein by reference to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 12, 2003).2.2
    
    Agreement and Plan of Merger, dated September 30, 2004, by and among
AlphaNational Technology Services, Inc., Halifax Corporation,
Halifax-AlphaNational Acquisition, Inc., et al. (schedules and
exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); the
Company agrees to furnish a copy of such schedules and/or exhibits to
the Securities and Exchange Commission upon request) (incorporated
herein by reference to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 30, 2004).2.3
    
    Asset Purchase Agreement, dated as of June 30, 2005, by and among
Halifax Corporation, Indus Acquisition, LLC and Indus Corporation
(schedules and exhibits are omitted pursuant to Regulation S-K, Item
601(b)(2); the Company agrees to furnish a copy of such schedules
and/or exhibits to the Securities and Exchange Commission upon
request) (incorporated herein by reference to the Companys Annual
Report on Form 10-K for the year ended March 31, 2005).3.1
    
    Articles of Incorporation, as amended (incorporated herein by
reference to the Companys Annual Report on Form 10-K for the year
ended March 31, 1995).3.2
    
    By-laws, as amended (incorporated herein by reference to the
Companys Annual Report on Form 10-K for the year ended March 31,
2004).3.3
    
    Articles of Amendment to Articles of Incorporation (incorporated
herein by reference to the Annual Companys Report on Form 10-K for
the year ended March 31, 2000).4.1
    
    Research Industries Incorporated Promissory Note dated November 2,
1998 (incorporated herein by reference to the Companys Annual Report
on Form 10-K for the year ended March 31, 2002).4.2
    
    Research Industries Incorporated Promissory Note dated November 5,
1998 (incorporated herein by reference to the Companys Annual Report
on Form 10-K for the year ended March 31, 2002).4.3
    
    Form of 5% Note issued to Microserv Shareholders (incorporated herein
by reference to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 29, 2003).10.1
    
    1994 Key Employee Stock Option Plan (incorporated herein by reference
to the Companys Annual Report on Form 10-K for the year ended March
31, 1995).10.2
    
    Charles L. McNew Executive Severance Agreement, dated May 8, 2000
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2000).10.3
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2001
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2001).10.4
    
    Severance Agreement of Joseph Sciacca, dated May 10, 2000
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2001).10.5
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2003.*10.6
    
    Non-Employee Director Stock Option Plan, dated September 19, 1997
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2002).
 20




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##### 



Exhibit Number
    
    Description of Exhibits10.7
    
    Severance Agreement of Hugh Foley, dated January 17, 2003
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2003).10.8
    
    Registration Rights and First Offer Agreement, dated August 29, 2003
(incorporated herein by reference to the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on August
29, 2003).10.9
    
    Employee Severance and Restricted Covenant Agreement with Jonathan
Scott, dated August 29, 2003 (incorporated herein by reference to the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 29, 2003).10.10
    
    Voting Agreement, dated August 29, 2003, between Microserv, Inc. and
certain shareholders of Halifax Corporation (incorporated herein by
reference to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 29, 2003).10.11
    
    Amended and Restated Banking Agreement by and between the Company,
Halifax Engineering, Inc., Microserv LLC, Halifax AlphaNational
Acquisition, Inc. and Provident Bank, dated November 8, 2004
(incorporated herein by reference to the Companys Quarterly Report
on Form 10-Q for the 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 herein by reference to the Companys Quarterly Report
on Form 10-Q for the 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
herein by reference to the Companys Quarterly Report on Form 10-Q
for the 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 herein by
reference to Appendix A of the Companys 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 herein by reference to the
Companys Quarterly Report on 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 herein by reference to the Companys Quarterly
Report on Form 10-Q for the quarter ended December 31, 2005).10.18
    
    Second Amended and Restated Loan and Security Agreement, dated as of
June 29, 2005, by and between Halifax Corporation, Halifax
Engineering, Inc., Microserv LLC, Halifax AlphaNational Acquisition,
Inc. and Provident Bank (incorporated herein by reference to the
Companys Annual Report on 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 herein by reference to the Companys Annual Report on
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
herein by reference to the Companys Annual Report on 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 herein by reference to
the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on July 3, 2007).
 21




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##### 



Exhibit Number
    
    Description of Exhibits10.22
    
    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 herein
by reference to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 3, 2007).10.23
    
    Third Amended and Restated Loan and Security Agreement, dated as of
July 6, 2006, by and between Halifax Corporation, Halifax
Engineering, Inc., Microserv LLC, Halifax AlphaNational Acquisition,
Inc. and Provident Bank (incorporated herein by reference to the
Companys Quarterly Report on Form 10-Q for the quarter ended June
30, 2006).10.24
    
    Fourth Amended and Restated Loan and Security Agreement, dated as of
June 29, 2006, by and between Halifax Corporation, Halifax
Engineering, Inc., Microserv LLC, Halifax AlphaNational Acquisition,
Inc. and Provident Bank (incorporated herein by reference to the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 3, 2007).21.1
    
    Subsidiaries of the registrant.23.1
    
    Independent Registered Public Accounting Firm Consent.*23.2
    
    Independent Registered Public Accounting Firm Consent.*23.3
    
    Independent Registered Public Accounting Firm Consent.*31.1
    
    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 2002.32.1
    
    Certification of Charles L. McNew, Chief Executive Officer, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Joseph Sciacca, Chief Executive Officer, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Previously filed in our Annual Report on Form 10-K for the year ended March 31, 2007. 22




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##### 



SIGNATURES
  HALIFAX CORPORATIONBy:
    
    /s/ Charles L. McNewCharles L. McNewPresident and Chief Executive Officer
  23




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##### 



EXHIBIT INDEX
 Exhibit Number
    
    Description of Exhibits2.1
    
    Agreement and Plan of Merger, dated August 29, 2003, for the
Acquisition of Microserv, Inc. by Halifax Corporation (incorporated
herein by reference to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 12, 2003).2.2
    
    Agreement and Plan of Merger, dated September 30, 2004, by and among
AlphaNational Technology Services, Inc., Halifax Corporation,
Halifax-AlphaNational Acquisition, Inc., et al. (schedules and
exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); the
Company agrees to furnish a copy of such schedules and/or exhibits to
the Securities and Exchange Commission upon request) (incorporated
herein by reference to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 30, 2004).2.3
    
    Asset Purchase Agreement, dated as of June 30, 2005, by and among
Halifax Corporation, Indus Acquisition, LLC and Indus Corporation
(schedules and exhibits are omitted pursuant to Regulation S-K, Item
601(b)(2); the Company agrees to furnish a copy of such schedules
and/or exhibits to the Securities and Exchange Commission upon
request) (incorporated herein by reference to the Companys Annual
Report on Form 10-K for the year ended March 31, 2005).3.1
    
    Articles of Incorporation, as amended (incorporated herein by
reference to the Companys Annual Report on Form 10-K for the year
ended March 31, 1995).3.2
    
    By-laws, as amended (incorporated herein by reference to the
Companys Annual Report on Form 10-K for the year ended March 31,
2004).3.3
    
    Articles of Amendment to Articles of Incorporation (incorporated
herein by reference to the Annual Companys Report on Form 10-K for
the year ended March 31, 2000).4.1
    
    Research Industries Incorporated Promissory Note dated November 2,
1998 (incorporated herein by reference to the Companys Annual Report
on Form 10-K for the year ended March 31, 2002).4.2
    
    Research Industries Incorporated Promissory Note dated November 5,
1998 (incorporated herein by reference to the Companys Annual Report
on Form 10-K for the year ended March 31, 2002).4.3
    
    Form of 5% Note issued to Microserv Shareholders (incorporated herein
by reference to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 29, 2003).10.1
    
    1994 Key Employee Stock Option Plan (incorporated herein by reference
to the Companys Annual Report on Form 10-K for the year ended March
31, 1995).10.2
    
    Charles L. McNew Executive Severance Agreement, dated May 8, 2000
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2000).10.3
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2001
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2001).10.4
    
    Severance Agreement of Joseph Sciacca, dated May 10, 2000
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2001).10.5
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2003.*10.6
    
    Non-Employee Director Stock Option Plan, dated September 19, 1997
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2002).10.7
    
    Severance Agreement of Hugh Foley, dated January 17, 2003
(incorporated herein by reference to the Companys Annual Report on
Form 10-K for the year ended March 31, 2003).




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##### 



Exhibit Number
    
    Description of Exhibits10.8
    
    Registration Rights and First Offer Agreement, dated August 29, 2003
(incorporated herein by reference to the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on August
29, 2003).10.9
    
    Employee Severance and Restricted Covenant Agreement with Jonathan
Scott, dated August 29, 2003 (incorporated herein by reference to the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 29, 2003).10.10
    
    Voting Agreement, dated August 29, 2003, between Microserv, Inc. and
certain shareholders of Halifax Corporation (incorporated herein by
reference to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 29, 2003).10.11
    
    Amended and Restated Banking Agreement by and between the Company,
Halifax Engineering, Inc., Microserv LLC, Halifax AlphaNational
Acquisition, Inc. and Provident Bank, dated November 8, 2004
(incorporated herein by reference to the Companys Quarterly Report
on Form 10-Q for the 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 herein by reference to the Companys Quarterly Report
on Form 10-Q for the 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
herein by reference to the Companys Quarterly Report on Form 10-Q
for the 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 herein by
reference to Appendix A of the Companys 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 herein by reference to the
Companys Quarterly Report on 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 herein by reference to the Companys Quarterly
Report on Form 10-Q for the quarter ended December 31, 2005).10.18
    
    Second Amended and Restated Loan and Security Agreement, dated as of
June 29, 2005, by and between Halifax Corporation, Halifax
Engineering, Inc., Microserv LLC, Halifax AlphaNational Acquisition,
Inc. and Provident Bank (incorporated herein by reference to the
Companys Annual Report on 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 herein by reference to the Companys Annual Report on
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
herein by reference to the Companys Annual Report on 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 herein by reference to
the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission 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 herein
by reference to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 3, 2007).10.23
    
    Third Amended and Restated Loan and Security Agreement, dated as of
July 6, 2006, by and between Halifax Corporation, Halifax
Engineering, Inc., Microserv LLC, Halifax AlphaNational Acquisition,
Inc. and Provident Bank (incorporated herein by reference to the
Companys Quarterly Report on Form 10-Q for the quarter ended June
30, 2006).




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##### 



Exhibit Number
    
    Description of Exhibits10.24
    
    Fourth Amended and Restated Loan and Security Agreement, dated as of
June 29, 2006, by and between Halifax Corporation, Halifax
Engineering, Inc., Microserv LLC, Halifax AlphaNational Acquisition,
Inc. and Provident Bank (incorporated herein by reference to the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 3, 2007).21.1
    
    Subsidiaries of the registrant.23.1
    
    Independent Registered Public Accounting Firm Consent.*23.2
    
    Independent Registered Public Accounting Firm Consent.*23.3
    
    Independent Registered Public Accounting Firm Consent.*31.1
    
    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 2002.32.1
    
    Certification of Charles L. McNew, Chief Executive Officer, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Joseph Sciacca, Chief Executive Officer, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Previously filed in our Annual Report on Form 10-K for the year ended March 31, 2007.