Current Report Filing (8-k)
September 19 2022 - 04:22PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): September 14,
2022
HALBERD CORPORATION
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(Exact name of registrant as specified in its charter)
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Colorado
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333-157958
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87-3538414
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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P.O. Box 25
Jackson Center, PA 16133
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (814)
786-8849
________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(g) of the
Act:
Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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HALB
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N/A
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4.02 Non-Reliance On Previously Issued Financial
Statements Or A Related Audit Report Or Completed Interim
Review.
(b)
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On September 14, 2022, Halberd Corporation (“Halberd” or “the
Company”) was advised by BF BORGERS CPA PC (“BF BORGERS”), the
Company’s independent registered public accounting firm, that a
restatement of its previously issued financial statements contained
in the Company’s Annual Report on Form 10-Q for the period ended
April 30, 2022, would be required, to correct the presentation of
the financial statements for the year ended July 31, 2021.
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BF BORGERS has now advised the Company that in accordance with
Accounting Standards Codification 250 – Accounting Changes and
Error Corrections (“ASC 250”), the Company must present
corrections to its accounting treatment of its Convertible
Judgments Payable and additional Accounts Payable as a correction
of an error. This does not affect the Company's cash position or
otherwise change its reporting on operations, cash flow or
liquidity.
The Company intends to file an amendment to its Quarterly Report on
Form 10-Q for the period ended April 30, 2022 and its, originally
filed with the Securities and Exchange Commission (the “SEC”) on
August 29, 2022, and its Annual Report on Form 10-12G for the years
ended July 31, 2021 and 2020, originally filed with the SEC on May
11, 2022 to amend and restate financial statements and other
financial information. Accordingly, the Company’s previously issued
financial statements contained in the Company’s Quarterly Report on
Form 10-Q for the for the period ended April 30, 2022 and its
Annual Report on Form 10-12G for the years ended July 31, 2021 and
2020 should no longer be relied upon. The Company’s Board of
Directors and management discussed with BF BORGERS the matters
disclosed in this Item 4.02(b) on September 14, 2022.
The restatements are expected to have an impact on the financial
statements for the years ended July 31, 2021 and 2020 and Quarterly
Report on Form 10-Q for the period ending April 30, 2022, as
previously filed, with changes reflected in the relevant financial
statements, due to changes in presentation of its convertible
judgment liability, which impacted the Company’s balance sheet, net
income (loss) and earnings per share, and related disclosures and
Management’s Discussion and Analysis of Financial Condition and
Results of Operations. No changes due to the restatement are
expected to have any impact on our cash position, cash flow,
liquidity, or operations.
Management evaluated its prior conclusions regarding the
effectiveness of the Company’s disclosure control and procedures
and internal control over financial reporting. Based on that
evaluation, management has concluded that this matter resulted from
a material weakness in the Company’s internal control over
financial reporting pertaining to the application of ASC 450 -
Contingencies during the fiscal years ended July 31, 2021
and 2020. As a result of the material weakness pertaining to our
omission with regard to the revised presentation of the convertible
judgment liability, the Company has concluded that its internal
control over financial reporting and its disclosure controls and
procedures were ineffective as of the periods referenced above.
Promptly following the identification of the material weakness in
internal control over financial reporting as described above,
management with the oversight of the audit committee began taking
steps to remediate the material weakness. The Company’s remediation
plans and changes to internal control over financial reporting will
be disclosed in its future periodic filings.
Management and the Company’s Audit Committee have consulted BF
BORGERS regarding the matters disclosed in this Form 8-K in
reaching the conclusion to restate the Financial Statements for the
above noted periods.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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HALBERD CORPORATION
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Date: September 19, 2022
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By:
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/s/ William A. Hartman
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William A. Hartman
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Chief Executive Officer and
Chief Financial Officer
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