content: UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
  
                                 FORM 8-K
  
                              CURRENT REPORT
  
  Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
  
  
      Date of Report (Date of Earliest Event Reported): July 10, 2008
  
  
                      HALIFAX CORPORATION OF VIRGINIA
          (Exact name of registrant as specified in its charter)
  
  
                             1-08964               54-0829246
  Virginia
    (State or other       (Commission File      (I.R.S. Employer
    jurisdiction of           Number)         Identification No.)
     incorporation)
  
            5250 Cherokee Avenue, Alexandria, Virginia   22312
           (Address of principal executive offices)  (Zip Code)
  
  
  Registrant's telephone number, including area code:(703) 658-2400
  
                                N/A
       Former name, former address, and former fiscal year, if changed
  since last report
  
  Check  the appropriate box below if the Form 8-K filing is intended  to
  satisfy  the  filing  obligation of the registrant  under  any  of  the
  following provisions:
  
  [ ]  Written communications pursuant to Rule 425 under the Securities
       Act (17 CFR 230.425)
  
  [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
       Act (17 CFR 240.14a-12)
  
  [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
       the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
       under the Exchange Act (17 CFR 240.13e-4(c))
  <PAGE>
  FORWARD LOOKING STATEMENTS
  
       This document may include a number of "forward-looking statements"
  as that term is defined in Section 27A of the Securities Act of 1933,
  as amended, and Section 21E of the Securities Exchange Act of 1934, as
  amended.  These statements reflect management's current views with
  respect to future events and financial performance and include
  statements regarding management's intent, belief or current
  expectations, which are based upon assumptions about future conditions
  that may prove to be inaccurate.  Prospective investors are cautioned
  that any such forward-looking statements are not guarantees of future
  performance, involve risk and uncertainties, and that as a result,
  actual results may differ materially from those contemplated by such
  forward-looking statements.  Such risks include, among other things,
  the concentration of revenues, risks involved in contracting with our
  customers, including the difficulty to accurately estimate costs when
  bidding on a contract and the occurrence of start-up costs prior to
  receiving revenues and contracts with fixed price provisions, potential
  conflicts of interest, difficulties we may have in attracting and
  retaining management, professional and administrative staff,
  fluctuation in quarterly results, our ability to generate new business,
  our ability to maintain an effective system of internal controls, risks
  related to acquisitions and our acquisition strategy, continued
  favorable banking relationships, the availability of capital to finance
  operations and planned growth and ability to make payments on
  outstanding indebtedness, weakened economic conditions, reduced end-
  user purchases relative to expectations, pricing pressures, excess and
  obsolete inventory, acts of terrorism, energy prices, risks related to
  competition and our ability to continue to perform efficiently on
  contracts, and other risks and factors identified from time to time in
  the reports we file with the SEC.  When considering forward-looking
  statements, readers are urged to carefully review and consider the
  various disclosures, including risk factors and their cautionary
  statements, made by us in this document and in our reports filed with
  the Securities and Exchange Commission.
  
  ITEM 4.02(a)  Non-Reliance on Previously Issued Financial Statements or
  a Related Audit Report or Completed Interim Review.
  
       On July 10, 2008, the Audit Committee of Halifax Corporation of
  Virginia (the "Company") determined that a restatement of its annual
  report filed on Form 10-K for the years ended March 31, 2007 and 2006
  was necessary.
  
  During an interim review of the Company's records, management
  determined that a deferred tax liability should have been recorded
  related to the amortizable intangibles acquired through stock purchases
  of Microserv and AlphaNational during fiscal years ended March 31, 2004
  and 2005, respectively.
  
  The deferred tax liability would have approximated $621,000 at
  inception.  If the deferred tax liability had been recorded, there
  would have been a corresponding increase to goodwill for the same
  amount.  In subsequent years the deferred tax liability would have been
  reduced over the same period as the amortization of the related
  intangibles, as summarized below:
  <TABLE>
  <CAPTION>
  
  
  
                                Fiscal year     Tax     Remaining
                                   ended      Benefit    Deferred
                                 March 31,                 Tax
                                                        Liability
      (Amounts in thousands)
      <S>                       <C>          <C>       <C>
                                    2004      $     29 $        592
                                    2005            88          504
                                    2006           124          380
                                    2007           105          275
  
  </TABLE>
  
  In connection with the sale of the Company's SNS business on December
  31, 2005, the Company performed a goodwill impairment analysis as of
  that date.  The goodwill impairment analysis determined the fair value
  of goodwill to be $2.9 million, the carrying value of goodwill on that
  date.  Therefore, any goodwill resulting from the correction of this
  error would have been impaired as of December 31, 2005, and has been
  reflected as such in the restated numbers.
  
  As a result of correcting this error, net income for fiscal year ended
  March 31, 2006 was reduced $497,000, which is comprised of a goodwill
  impairment charge of $621,000, offset by a reduction of income tax
  expense of $124,000.  Fiscal year 2006 net income as reported was $1.5
  million and as restated is $1.0 million. Retained earnings as of March
  31, 2006 has been decreased by $380,000, which reflects the reduction
  of net income in fiscal year 2006 of $497,000, offset by an increase in
  retained earnings as of March 31, 2005 of $117,000 as a result of the
  correction of this error.  The balance sheet as reported as of March
  31, 2007 did not change as a result of the correction of this error.
  
  In connection with the preparation of our income tax provision for the
  year ended March 31, 2007, we determined that it was not more likely
  than not that our deferred tax assets would be recoverable, and as
  such, provided for a full valuation allowance.  As a result of the
  error discussed above, our deferred tax asset was overstated at March
  31, 2007 by $380,000.  Therefore, the impact of the correction of this
  error on the statement of operations for the fiscal year ended March
  31, 2007 was a reduction in income tax expense and net loss for the
  year of approximately $380,000.  After correction of this error, the
  reported loss for 2007 was restated from $2.8 million to $2.4 million.
  
  The table below details the impact of the restatement on the Company's
  consolidated balance sheet and statement of operations for fiscal 2007.
  
  <TABLE>
  <CAPTION>
  
  
                                   As      As restated    Change
                                reported
      <S>                       <C>        <C>          <C>
      Total assets                $23,837     $  23,837    $     -
      Stockholders' equity          5,203         5,203          -
      Revenue                      50,695        50,695          -
      Income tax expense
      (benefit)                     2,149         1,769        380
      Net loss                   $(2,790)     $ (2,410)    $   380
  
      Loss per share - basic
      and diluted                $  (.88)     $   (.76)    $ (.12)
  </TABLE>
  
  
  The Company's audit committee discussed these matters with the
  Company's independent Registered Public Accounting Firm. Accordingly,
  the Company's consolidated financial statements included in the
  Company's annual report on Form 10-K for the year ended March 31, 2006
  and 2007(the "Reports") should no longer be relied upon and  the
  Reports will be restated to reflect the appropriate classification of
  the above items.  The Company will file the appropriate correction in
  its report on Form 10-K for the year ended March 31, 2008 to effect
  these restatements on July 15, 2008.
  
  
  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits
  
            None
  
  
  <PAGE>
  
  
                                 SIGNATURE
  
  
  
  
  Pursuant  to the requirements of the Securities Exchange Act  of  1934,
  the  Registrant has duly caused this report to be signed on its  behalf
  by the undersigned hereunto duly authorized.
  
                                HALIFAX CORPORATION OF VIRGINIA
  
  
  
  Date:  July 15, 2008          By:  /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO
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metadata_filer: {"company-data": {"conformed-name": "HALIFAX CORP OF VIRGINIA", "cik": "0000720671", "assigned-sic": "7370", "irs-number": "540829246", "state-of-incorporation": "VA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08964", "film-number": "08951997"}, "business-address": {"street1": "5250 CHEROKEE AVE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312", "phone": "7037502202"}, "mail-address": {"street1": "5250 CHEROKEE AVENUE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312"}, "former-company": [{"former-conformed-name": "HALIFAX CORP", "date-changed": "19920703"}, {"former-conformed-name": "HALIFAX ENGINEERING INC/VA", "date-changed": "19911204"}]}
text: UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
  
                                 FORM 8-K
  
                              CURRENT REPORT
  
  Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
  
      Date of Report (Date of Earliest Event Reported): July 10, 2008
  
                      HALIFAX CORPORATION OF VIRGINIA
          (Exact name of registrant as specified in its charter)
  
                             1-08964               54-0829246
  Virginia
    (State or other       (Commission File      (I.R.S. Employer
    jurisdiction of           Number)         Identification No.)
     incorporation)
  
            5250 Cherokee Avenue, Alexandria, Virginia   22312
           (Address of principal executive offices)  (Zip Code)
  
  Registrant's telephone number, including area code:(703) 658-2400
  
                                N/A
       Former name, former address, and former fiscal year, if changed
  since last report
  
  Check  the appropriate box below if the Form 8-K filing is intended  to
  satisfy  the  filing  obligation of the registrant  under  any  of  the
  following provisions:
  
  [ ]  Written communications pursuant to Rule 425 under the Securities
       Act (17 CFR 230.425)
  
  [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
       Act (17 CFR 240.14a-12)
  
  [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
       the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
       under the Exchange Act (17 CFR 240.13e-4(c))
  FORWARD LOOKING STATEMENTS
  
       This document may include a number of "forward-looking statements"
  as that term is defined in Section 27A of the Securities Act of 1933,
  as amended, and Section 21E of the Securities Exchange Act of 1934, as
  amended.  These statements reflect management's current views with
  respect to future events and financial performance and include
  statements regarding management's intent, belief or current
  expectations, which are based upon assumptions about future conditions
  that may prove to be inaccurate.  Prospective investors are cautioned
  that any such forward-looking statements are not guarantees of future
  performance, involve risk and uncertainties, and that as a result,
  actual results may differ materially from those contemplated by such
  forward-looking statements.  Such risks include, among other things,
  the concentration of revenues, risks involved in contracting with our
  customers, including the difficulty to accurately estimate costs when
  bidding on a contract and the occurrence of start-up costs prior to
  receiving revenues and contracts with fixed price provisions, potential
  conflicts of interest, difficulties we may have in attracting and
  retaining management, professional and administrative staff,
  fluctuation in quarterly results, our ability to generate new business,
  our ability to maintain an effective system of internal controls, risks
  related to acquisitions and our acquisition strategy, continued
  favorable banking relationships, the availability of capital to finance
  operations and planned growth and ability to make payments on
  outstanding indebtedness, weakened economic conditions, reduced end-
  user purchases relative to expectations, pricing pressures, excess and
  obsolete inventory, acts of terrorism, energy prices, risks related to
  competition and our ability to continue to perform efficiently on
  contracts, and other risks and factors identified from time to time in
  the reports we file with the SEC.  When considering forward-looking
  statements, readers are urged to carefully review and consider the
  various disclosures, including risk factors and their cautionary
  statements, made by us in this document and in our reports filed with
  the Securities and Exchange Commission.
  
  ITEM 4.02(a)  Non-Reliance on Previously Issued Financial Statements or
  a Related Audit Report or Completed Interim Review.
  
       On July 10, 2008, the Audit Committee of Halifax Corporation of
  Virginia (the "Company") determined that a restatement of its annual
  report filed on Form 10-K for the years ended March 31, 2007 and 2006
  was necessary.
  
  During an interim review of the Company's records, management
  determined that a deferred tax liability should have been recorded
  related to the amortizable intangibles acquired through stock purchases
  of Microserv and AlphaNational during fiscal years ended March 31, 2004
  and 2005, respectively.
  
  The deferred tax liability would have approximated $621,000 at
  inception.  If the deferred tax liability had been recorded, there
  would have been a corresponding increase to goodwill for the same
  amount.  In subsequent years the deferred tax liability would have been
  reduced over the same period as the amortization of the related
  intangibles, as summarized below:
  Fiscal year     Tax     Remaining
                                   ended      Benefit    Deferred
                                 March 31,                 Tax
                                                        Liability
      (Amounts in thousands)
  2004      $     29 $        592
                                    2005            88          504
                                    2006           124          380
                                    2007           105          275
  In connection with the sale of the Company's SNS business on December
  31, 2005, the Company performed a goodwill impairment analysis as of
  that date.  The goodwill impairment analysis determined the fair value
  of goodwill to be $2.9 million, the carrying value of goodwill on that
  date.  Therefore, any goodwill resulting from the correction of this
  error would have been impaired as of December 31, 2005, and has been
  reflected as such in the restated numbers.
  
  As a result of correcting this error, net income for fiscal year ended
  March 31, 2006 was reduced $497,000, which is comprised of a goodwill
  impairment charge of $621,000, offset by a reduction of income tax
  expense of $124,000.  Fiscal year 2006 net income as reported was $1.5
  million and as restated is $1.0 million. Retained earnings as of March
  31, 2006 has been decreased by $380,000, which reflects the reduction
  of net income in fiscal year 2006 of $497,000, offset by an increase in
  retained earnings as of March 31, 2005 of $117,000 as a result of the
  correction of this error.  The balance sheet as reported as of March
  31, 2007 did not change as a result of the correction of this error.
  
  In connection with the preparation of our income tax provision for the
  year ended March 31, 2007, we determined that it was not more likely
  than not that our deferred tax assets would be recoverable, and as
  such, provided for a full valuation allowance.  As a result of the
  error discussed above, our deferred tax asset was overstated at March
  31, 2007 by $380,000.  Therefore, the impact of the correction of this
  error on the statement of operations for the fiscal year ended March
  31, 2007 was a reduction in income tax expense and net loss for the
  year of approximately $380,000.  After correction of this error, the
  reported loss for 2007 was restated from $2.8 million to $2.4 million.
  
  The table below details the impact of the restatement on the Company's
  consolidated balance sheet and statement of operations for fiscal 2007.
  As      As restated    Change
                                reported
  Total assets                $23,837     $  23,837    $     -
      Stockholders' equity          5,203         5,203          -
      Revenue                      50,695        50,695          -
      Income tax expense
      (benefit)                     2,149         1,769        380
      Net loss                   $(2,790)     $ (2,410)    $   380
  
      Loss per share - basic
      and diluted                $  (.88)     $   (.76)    $ (.12)
  The Company's audit committee discussed these matters with the
  Company's independent Registered Public Accounting Firm. Accordingly,
  the Company's consolidated financial statements included in the
  Company's annual report on Form 10-K for the year ended March 31, 2006
  and 2007(the "Reports") should no longer be relied upon and  the
  Reports will be restated to reflect the appropriate classification of
  the above items.  The Company will file the appropriate correction in
  its report on Form 10-K for the year ended March 31, 2008 to effect
  these restatements on July 15, 2008.
  
  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits
  
            None
  SIGNATURE
  
  Pursuant  to the requirements of the Securities Exchange Act  of  1934,
  the  Registrant has duly caused this report to be signed on its  behalf
  by the undersigned hereunto duly authorized.
  
                                HALIFAX CORPORATION OF VIRGINIA
  
  Date:  July 15, 2008          By:  /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO