UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number:
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FORM 12b-25 SEC FILE NUMBER
1-08964
NOTIFICATION OF LATE FILING CUSIP NUMBER
405752 10 6
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [ ] Form
10-Q [__] Form 10-D [_] Form N-SAR [_] Form N-CSR
For Period Ended: March 31, 2008
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period
Ended:______________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
______________________________________________________________
PART I -- REGISTRANT INFORMATION
Halifax Corporation of Virginia
Full Name of Registrant
Former Name If Applicable
5250 Cherokee Avenue
Address of Principal Executive Office (Street and Number)
Alexandria, VA 22312
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reason described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense
[X]
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-
K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar
day following the prescribed due date; or the
subject quarterly report or transition report on
Form 10-Q, or portion thereof, will be filed on or
before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-
D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
The Registrant has been involved in the negotiation of its new
credit facility since March 31, 2008. Subject to finalize the
terms thereof, the Registrant intends to enter into the new credit
facility in order to replace and repay in full the old credit
facility which was due and payable in full on June 30, 2008. The
work related to the negotiations with the new lender regarding the
new credit facility has required the registrant's executive
officers and employees to devote substantial effort which
otherwise would have been devoted to the preparation and filing of
the Registrant's annual report on Form 10-K for the fiscal year
ended March 31, 2008. Additionally, the preparation of the
description of the new credit facility in the Form 10-K as well as
the review process of such disclosure could not be completed by
June 30, 2008. Based upon recent guidance received, the Registrant
is also correcting a previously disclosed classification error
contained in its Form 10-K for the fiscal year ended March 31,
2007. As a result, of this guidance certain changes were required
to be made throughout the 2008 financial statements. For such
reasons, the subject Form 10-K could not be filed within the
prescribed period.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph Sciacca (703) 750-2400
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See attachment.
Halifax Corporation of Virginia
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 1, 2008 By: /s/ Joseph Sciacca
Joseph Sciacca
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath
the signature. If the statement is signed on behalf of the registrant
by an authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
ATTACHMENT TO PART IV-ITEM (3) OF
FORM 12B-25
Halifax Corporation of Virginia
WITH RESPECT TO ITS FORM 10-K FOR THE
YEAR ENDED MARCH 31, 2008
The Registrant estimates that its results of operations for the fiscal
year ended March 31, 2008, as reflected in its consolidated statements
of operations to be included in its Form 10-K for the fiscal year ended
March 31, 2008, will reflect the following changes:
For the fiscal year ended March 31, 2008, the Registrant expects to
report that it incurred an operating loss of approximately $1,848,000
compared to no operating loss or income for the fiscal year ended March
31, 2007. The loss for the fiscal year ended March 31, 2008 was
primarily a result of a charge for obsolete inventory, settlement of
litigation, expenses incurred in conjunction with an acquisition
transaction that did not close.
The Registrant is also correcting a previously reported error contained
in Form 10-K for fiscal year ended March 31, 2007. The correction will
reduce the loss reported for fiscal 2007 from $2,790,000, $(.88) to
$2,410,000, $(.76)
As a result of the foregoing, for the fiscal year ended March 31, 2008,
the Registrant expects to report that it incurred a net loss of
approximately $2,453,000 compared to a net loss of approximately
$2,410,000 for the fiscal year ended March 31, 2007.
Also, as a result of the foregoing, for the fiscal year ended March 31,
2008, the Registrant expects to report a loss per common share on a
fully diluted basis of approximately $0.77 compared to a loss per
common share on a fully diluted basis of approximately $0.76 for the
fiscal year ended March 31, 2007.