UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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HALBERD CORPORATION

(Exact Name of Small Business Issuer in its Charter)

Nevada	7380	26-4346918
(State of Incorporation)	(Primary Standard Classification Code)	(IRS Employer ID No.)

Halberd Corporation

~~30600~~10755 ~~Telegraph~~Vernon ~~Road, Suite 2175~~Avenue

~~Bingham Farms~~Huntington Woods, MI ~~48025~~ 48070

248-530-0270

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

Mark S. Lundquist, CEO

Halberd Corporation

~~30600~~10755 ~~Telegraph~~Vernon ~~Road, Suite 2175~~Avenue

~~Bingham Farms~~Huntington Woods, MI ~~48025~~ 48070

248-530-0270

(Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

GREGG E. JACLIN, ESQ.

ANSLOW & JACLIN, LLP

195 Route 9 South, Suite204

Manalapan, NJ 07726

TELEPHONE NO.: (732) 409-1212

FACSIMILE NO.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |_|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|

~~Large~~Table ~~accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company)~~of Contents

~~Table~~Large ofaccelerated ~~Content~~filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x (Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Aggregate Offering Price per share (2)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration fee
Common Stock, par value $0.001	~~656~~5,725,000	$0.2565	$~~164~~3,~~000~~721,250	$6207.4565

~~The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457~~(o1). ~~Our common stock is not~~In ~~traded on any national exchange and in accordance with Rule 457;~~ the ~~offering price~~event ~~was~~of ~~determined by the price shares were sold to our shareholders in~~ a ~~private~~ ~~placement~~stock ~~memorandum of SellMyBusinessNow.Com~~split, ~~Inc.,~~stock our wholly-owned subsidiary and adjustment pursuant to the subsequent share purchase agreement. The price of $0.25 was determined by the price shares were sold to our shareholders in a private placement memorandum of $500 and adjusted by 2000 to 1 in accordance with our share purchase agreement dated January 28dividend, ~~2009 and~~or issimilar atransaction ~~fixed~~involving ~~price at which~~ the ~~selling security holders may sell their shares~~ ~~until our~~ common stock, ~~is quoted on~~ the ~~OTC~~number ~~Bulletin~~of ~~Board at which time the~~ shares ~~may~~registered beshall ~~sold~~automatically ~~at prevailing market prices or privately negotiated prices. There can~~ be ~~no assurance that a market maker will agree~~ increased to ~~file~~cover the ~~necessary documents~~additional with the Financial Industry Regulatory Authority, nor can there be any assurance that such an application for quotation will be approved. There is no assurance that an active trading market for our shares ~~will develop, or, if developed, that it will be sustained. In the absence~~ of acommon ~~trading~~stock ~~market~~issuable orpursuant ~~an active trading market, investors may be unable~~ to ~~liquidate~~Rule ~~their investment or make any profit~~416 ~~from~~under the ~~investment~~Securities Act.

~~PRELIMINARY~~(2) The ~~PROSPECTUS~~proposed ~~SUBJECT~~maximum TOoffering ~~COMPLETION~~price per share and the proposed maximum aggregate ~~DATED MARCH 13~~offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock on the OTC Bulletin Board on July 7, 2009, a date within five (5) trading days prior to the date of the filing of this Registration Statement.

(3) This amount represents the maximum aggregate value of common stock which may be put to the selling shareholder by the registrant pursuant to the terms and conditions of an Investment Agreement between the selling shareholder and the registrant.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JULY __, 2009

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

~~Table~~The ofinformation ~~Content~~in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~PROSPECTUS~~Table ~~656,000 SHARES OF HALBERD CORPORATION COMMON STOCK The selling shareholders named in this prospectus are offering all~~ of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange and have no voting rights. The 656,000 shares of our common stock can be sold by selling security holders at a fixed price of $0.25 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with The Financial Industry Regulatory Authority (“FINRA”), nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment. THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS. THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The Date of This Prospectus Is: March 13, 2009 Contents

~~Table~~PROSPECTUS 5,725,000 SHARES OF HALBERD CORPORATION COMMON STOCK This prospectus relates to the resale of ~~Content~~up to 5,725,000 shares of the common stock of Halberd Corporation, a Nevada corporation, including 3,655,000 shares to be issued to certain shareholders for services pursuant to certain agreements, 70,000 shares by the members of our Board of Directors and 2,000,000 shares by Dutchess Private Equities Fund Ltd., a Cayman Island exempted company (“Dutchess”), a selling shareholder pursuant to a “put right” under an investment agreement (the “Investment Agreement”), also referred to as an Equity Line of Credit, that we have entered into with Dutchess. The Investment Agreement permits us to “put” up to twenty-five million ($25,000,000) in shares of our common stock to Dutchess. We will not receive any proceeds from the sale of these shares of common stock. However, we will receive proceeds from the sale of securities pursuant to our exercise of this put right offered by Dutchess. We will bear all costs associated with this registration. Dutchess is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the resale of our common stock under the Equity Line of Credit. Dutchess will pay us 93% of the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Dutchess of our election to put shares pursuant to the Investment Agreement. Our shares of common stock are traded on the Over-the-Counter Bulletin Board (the “OTCBB”) under the symbol “HALB.OB.” On July 7, 2009, the closing sale price of our common stock was $0.65 per share. This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See "Risk Factors" beginning on page 4. The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. No one may sell these securities nor may offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer, solicitation or sale is not permitted. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Date of This Prospectus Is: July __, 2009

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	PAGE
Prospectus Summary	1
Summary Financials	13
Risk Factors	24
Use of Proceeds	510
Determination of Offering Price	5
Selling Shareholders	10
Dilution	5
Plan of Distribution	12
Selling Shareholders	6
Description of Securities to be Registered	13
Plan of Distribution	8
Interests of Named Experts and Counsel	14
Description of Securities to be Registered	8
Description of Business	14
Interests of Named Experts and Counsel	9
Description of Property	19
Description of Business	10
Legal Proceedings	19
Description of Property	10
Market For Common Equity and Related Stockholder Matters	20
Legal Proceedings	14
Available Information	21
Market For Common Equity and Related Stockholder Matters	14
Available Information	14
Index to Financial Statements	F-
Management Discussion and Analysis of Financial Condition and Plan of Operations	1522
Directors, Executive Officers, Promoters, and Controlled Persons	1825
Executive Compensation	1928
Security Ownership of Certain Beneficial Owners and Management	2029
Transactions with Related Persons, Promoters and Certain Control Persons	2130
Other Expenses of Issuance and Distribution	2332
Indemnification of Directors and Officers	2332
Recent Sales of Unregistered Securities	2332
Exhibits	2535
Undertakings	2636
Signatures	2737

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements, before making an investment decision .

About Our Company

We are a development stage company that was incorporated under the laws of the State of Nevada on January 26, 2009. On January 28, 2009, we entered into a share purchase agreement with SellMyBusinessNow.Com, Inc., a corporation established under the laws of the State of Michigan on August 2, 2007 (“SellMyBusiness”), pursuant to which we acquired all the shares of common stock of SellMyBusiness for 25,058,000 shares of our common stock. As a result, SellMyBusiness became our wholly-owned subsidiary.

Our operations are conducted under the name “Sellmybusiness.com®” established on December 3, 2007. Sellmybusiness.com® provides a single web portal for interested parties to find, buy and sell businesses, real estate and equipment and all the related services needed to support the transaction, including financing, incorporation, professional help and additional business resources. Sellmybusiness.com® intends to support businesses of all sizes and types, including start-ups, well-established companies, home-based businesses, closely-held companies, multinational public corporations and franchises. Sellmybusiness.com®’s real estate listing service assists people to buy, sell, lease or sublease commercial and residential land and property. Sellmybusiness.com®’s equipment listing service provides a portal to buy, sell or lease excess inventory, capital equipment, raw materials, vehicles, aircraft, ships and rail equipment.

“The Company,” “we,” “us,” or “our,” are references to the combined business of Halberd Corporation and its wholly-owned subsidiary, SellMyBusinessNow.Com, Inc.

Where You Can Find Us

Our principal executive office location and mailing address is ~~30600~~10755 ~~Telegraph~~Vernon ~~Road~~Avenue, ~~Suite~~Huntington ~~2175~~Woods, ~~Bingham Farms,~~ MI ~~48025~~48070. The corporate telephone number is is 248-530-0270.

The Offering

This prospectus relates to the resale of up to 5,725,000 shares of our common stock, including 3,655,000 shares to be issued to shareholders pursuant to services agreements, 70,000 shares held by members of our Board of Directors and 2,000,000 to be issued toDutchess pursuant to an Investment Agreement, effective April 30, 2009, entered into by Dutchess and us.

For the purpose of determining the number of shares of common stock to be offered by this prospectus, we have assumed that we will issue not more than 2,000,000 shares pursuant to the exercise of our put right under the Investment Agreement, although the number of shares that we will actually issue pursuant to that put right may be more or less than 2,000,000, depending on the trading price of our common stock. We currently do not intend to exercise the put right in a manner which would result in our issuance of more than 2,000,000 shares, but if we were to exercise the put right in that manner, we would be required to file a subsequent registration statement with the Securities and Exchange Commission (the “SEC”) and that registration statement would have to be declared effective prior to the issuance of any additional shares.

The Investment Agreement with Dutchess provides that following notice to Dutchess, we may put to Dutchess up to $25,000,000 in shares of our common stock for a purchase price equal to 93% of the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Dutchess of our election to put shares pursuant to the Investment Agreement. The dollar value that we will be permitted to put pursuant to the Investment Agreement will be either: (A) 200% of the average daily volume in the US market of the common stock for the ten trading days prior to the notice of our put, multiplied by the average of the three daily closing bid prices immediately preceding the date of the put, or (B) $300,000. Dutchess has indicated that it will resell those shares in the open market, resell our shares to other investors through negotiated transactions, or hold our shares in its portfolio. This prospectus covers the resale of our stock by Dutchess either in the open market or to other investors through negotiated transactions. Dutchess’ obligations under the Investment Agreement are not transferrable and this registration statement does not cover sales of our common stock by transferees of Dutchess.

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Dutchess will only purchase shares when we meet the following conditions:

·	a registration statement has been declared effective and remains effective for the resale of the common stock subject to the Equity Line of Credit;

·	our common stock has not been suspended from trading for a period of five consecutive trading days and we have not been notified of any pending or threatened proceeding or other action to delist or suspend our common stock;

·	we have complied with our obligations under the Investment Agreement and the Registration Rights Agreement;

·	no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of our common stock; and

·	we have not filed a petition in bankruptcy, either voluntarily or involuntarily, and there shall not have been commenced any proceedings under any bankruptcy or insolvency laws.

The Investment Agreement will terminate when any of the following events occur:

·	Dutchess has purchased an aggregate of $25,000,000 of our common stock;

·	we file or otherwise enter an order for relief in bankruptcy; or

·	our common stock ceases to be registered under the Securities Exchange Act of 1934 (the “Exchange Act”).

As we draw down on the Equity Line of Credit, shares of our common stock will be sold into the market by Dutchess. The sale of these additional shares could cause our stock price to decline. In turn, if the stock price declines and we issue more puts, more shares will come into the market, which could cause a further drop in the stock price. You should be aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued under the Equity Line of Credit. If our stock price declines, we will be required to issue a greater number of shares under the Equity Line of Credit. We have no obligation to utilize the full amount available under the Equity Line of Credit.

Terms of the Offering

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.

Common stock offered:	Up to 5,725,000 shares of common stock, par value $0.001 per share, to be offered for resale by certain shareholders and Dutchess.

Common stock to be outstanding before this offering:	26,128,000 shares

Common stock to be outstanding after this offering:	31,783,000 shares

Use of proceeds:	We will not receive any proceeds from the sale of the shares of common stock. However, we will receive proceeds from the Equity Line of Credit. See “Use of Proceeds”.

Risk factors:	An investment in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus.

OTC Bulletin Board symbol:	“HALB.OB”

We will not receive any of the proceeds from the sale of these shares. The offering price of $0.25 was determined by the price shares were sold to our shareholders in a private placement memorandum of $500 and adjusted by 2000 to 1 in accordance with the share purchase agreement dated January 28, 2009 and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment.2

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SUMMARY FINANCIAL DATA

Our operations are limited to SellMyBusiness, our wholly-owned subsidiary. The following table provides summary consolidated financial statement data of SellMyBusiness. The interim financial data for the three and nine-month ~~period ended~~periods ~~October~~ended 31April 30, ~~2008~~2009 isare unaudited. The financial statement data for the period August 2, 2007 (date of inception) to July 31, 2008 has been derived from our audited consolidated financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and the related notes included in this prospectus, and the unaudited financial statements and related notes included in this prospectus.

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	For the Three Months Ended April 30, 2009		For the Nine Months Ended April 30, 2009			For the Period Ended July 31, 2008 (from inception)
	(Unaudited)		(Unaudited)			(Audited)

Net Sales	$	587	$	5,679		$	7,015

Operating expenses		365,559		501,349			44,086

Net loss	$	(372,057)	$	(536,697	)	$	(36,095	)

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BALANCE SHEET DATA:	As of April 30, 2009		As of July 31, 2008 (Audited)
BALANCE SHEET DATA:	(Unaudited)		As of July 31, 2008 (Audited)

Current assets	$	6,854	$	1,387

Total assets	$	587,539	$	341,708

Total liabilities (all current)	$	525,876	$	377,803

Stockholders’ equity (deficit)	$	61,663	$	(36,095	)

	For the Three Months Ended October 31, 2008			For the Period Ended July 31, 2008 (from inception)
	(Unaudited)			(Audited)
Sales	$	3,827		$	7,015
Operating expenses		14,878			44,732
Net loss	$	(12,927	)	$	(36,095	)

BALANCE SHEET DATA:	As of October 31, 2008		As of July 31, 2008 (Audited)
	(Unaudited)
Current assets	$	3,719	$	1,387
Total assets	$	428,223	$	341,708
Total liabilities (all current)	$	477,245	$	377,803
Stockholders’ deficit	$	(49,022)	$	(36,095	)

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our” or “us” refer to the Company and its subsidiary not to the selling stockholders.

Risk Factors Related to Our Business

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.

The Company was incorporated on January 26, 2009, and as such has had minimal operating revenues to date. Further, the Company has no significant assets and minimal earnings from sales. The success of the Company is dependent upon the extent to which it will gain market share. All financial information and financial projections and other assumptions made by the Company are speculative and, while based on management's best estimates of projected sales levels, operational costs, consumer preferences, and the general economic and competitive health of the Company in the business listing marketplace, there can be no assurance that the Company will operate profitably or remain solvent.

WE WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR INABILITY TO SECURE REQUIRED FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.

Based on the development stage of the Company and its operational plan, management believes that the Company will incur operating losses in the foreseeable future. . Management has ~~developed an operational plan that has been presented to various institutional funds and has~~ entered into a ~~non-binding term sheet for securities financing. Management believes that it can enter into~~ definitive ~~agreements~~agreement with Dutchess ~~the~~Capital ~~funder~~ on terms that are acceptable. However, access to the investment fund is is predicated on the market for the Company’s stock and therefore the Company cannot issue assurances that our shareholders will not be diluted by investment of such capital, or to the extent of the dilution. Also, we cannot assure that securities issued in exchange for such capital will not be sold on terms more favorable than those of the shares sold in this or other offerings. The availability of such funding is subject to credit, economic, market and legal constraints.. The inability to secure required capital from the fund could have a a material adverse effect on our business, operation results, or financial condition. Additionally, there are no guarantees that any additional financing can be obtained.

IF WE ARE UNABLE TO ESTABLISH A LARGE USER BASE WE MAY HAVE DIFFICULTY ATTRACTING ADVERTISERS TO OUR WEB SITE AND GENERATING MEMBERSHIP FEES, WHICH WILL HINDER OUR ABILITY TO GENERATE REVENUES, WHICH MAY AFFECT OUR ABILITY TO EXPAND OUR BUSINESS OPERATIONS AND OUR USER BASE.

An integral part of our business plan and marketing strategy requires us to establish a large user base. We will only be able to attract additional advertisers to our web site and obtain sufficient membership fees if we can obtain a large enough user base. The number of users necessary to attract advertisers will be determined though discussions with the potential advertisers and their input as to whether we can obtain revenues from advertisements based upon the total members at that time. If for any reason our web site is ineffective at attracting consumers or if we are unable to continue to develop and update our web site to keep consumers satisfied with our service, our user base may decrease and our ability to generate revenues may decline.

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IN ORDER TO IMPLEMENT OUR BUSINESS PLAN, WE WILL REQUIRE OUR USERS TO PAY FEES FOR OUR SERVICES. IF OUR USERS ARE NOT WILLING TO PAY FOR THESE SERVICES, WE WILL BE FORCED TO SUSPEND AND EVENTUALLY TO CEASE OUR BUSINESS ACTIVITIES.

In order to implement our business plan, we will require our users to pay monthly fees for the use of our services. We cannot guarantee that either our prospective users will be willing to pay for our services. If we are unable to generate sufficient revenues from our user fees, we will be forced to suspend and possible cease all operations.

OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE, AND IF WE FAIL TO DEVELOP AND MARKET NEW TECHNOLOGIES RAPIDLY, WE MAY NOT BECOME PROFITABLE IN THE FUTURE.

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The internet and the online commerce industry are characterized by rapid technological change that could render our existing web site obsolete. The development of our web site entails significant technical and business risks. We can give no assurance that we will successfully use new technologies effectively or adapt our web site to customer requirements or needs. If our management is unable, for technical, legal, financial, or other reasons, to adapt in a timely manner in response to changing market conditions or customer requirements, we may never become profitable.

WE WILL ENCOUNTER INTENSIVE COMPETITION. WE ARE IN NEED OF FINANCING.

Short-term and/or long-term competition may become intense once the Company launches its business beyond development stage. Although the Company's financial projections assume that the industry will generate competition, there can be no assurances on how any level of competition may impact the financial forecasts and projections made by management. Some competitors may include large publicly funded companies. Some of these potential competitors have greater financial and business resources than the Company. The Company believes that it will be able to effectively compete with these larger entities but there can be no assurances that it will be able to do so.

The lack of adequate funding may adversely affect the Company’s ability to meet its short-term objectives. The Company requires financing to expand its operations, maintain public awareness of its products/services and provide working capital for the anticipated growth of the Company. There can be no assurance that all portions of its financing will be available or, if available that the terms thereof will be attractive to the Company. The lack of additional financing may adversely affect the Company's ability to meet its objectives.

OUR MANAGEMENT TEAM HOLDS MAJORITY SHARES OF THE COMPANY AND THERE IS CONFLICT OF INTEREST WHEN MAKING DECISIONS.

Management will have the right, assuming the ownership of the Company does not change, to perpetuate their status as officers and directors and therefore conduct the business and affairs of the Company. The terms of any employment agreements or other agreements between the Company and its officers were not the result of any arm's length bargaining or negotiation, and such transactions involve inherent conflicts of interest. There is no assurance that such transactions are or will be favorable to the Company due to the lack of arm's length bargaining. The Board of Directors, does however, believe that such agreements and arrangements are fair to the Company and its shareholders. The Company has a policy that it will not enter into a business combination with any entity in which any member of management serves as an officer, director or partner, or in which such person or such person's affiliates or associates hold any ownership interest. If there is any related party transaction, however remote, it would be submitted for approval by an independent quorum of the Board of Directors and the proposed transaction would be submitted to the shareholders for prior ratification in an appropriate manner.

THERE IS MINIMAL HISTORICAL BASIS FOR MANAGEMENT'S OPINION.

The Company has a limited operating history. Accordingly, there is only a minimal basis, other than the judgment of management, upon which to estimate the volume of sales or the amount of revenues, which the Company's planned operations may generate. Management's judgment regarding these estimates is based, in part, upon research into the current state of the listing service marketplace. Investors for the shares should be aware that conditions and circumstances beyond the control of management may result in substantial differences between the projected and actual financial results for the Company.

THE COMPANY IS DEPENDENT ON KEY PERSONNEL.

The Company is dependent upon its experienced management team, including its CEO, Mark Lundquist, ~~President~~and ~~& COO~~President, ~~John~~Interim ~~Maddox~~ CFO, ~~Joel~~& ~~Ungar~~COO, ~~and~~John ~~members of our Advisory Board, Leland Thomas and River Star, LLC~~Maddox. The loss of any of their services could negatively impact the Company, as there is a risk that their services could not be replaced. Without these services, the growth, progress, and overall success of the Company may be adversely affected.

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THERE IS LIMITED LIABILITY OF MANAGEMENT AND IT MAY REQUIRE THE COMPANY TO INDEMNIFY ITS OFFICERS AND DIRECTORS.

The Company has adopted provisions to its Articles of Incorporation and bylaws, which limit the liability of its officers and directors and provide for indemnification by the Company of its officers and directors to the fullest extent permitted by Nevada corporate law. Such law generally provides that its officers and directors shall have no personal liability to the Company or its shareholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit the shareholders' ability to hold officers and directors liable for breaches of fiduciary duty, and may require the Company to indemnify its officers and directors.

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OUR ABILITY TO CONTINUE DEPENDS UPON ADDITIONAL FUNDING.

We are a development stage company that has generated minimal revenues. For the period from inception to July 31, 2008, we have incurred a net loss of $36,095, and for the ~~interim~~ period ~~ended October~~from 31inception to April 30, ~~2008~~2009, we have incurred a net loss of $12572,~~927~~792. If we cannot generate sufficient revenues from our services or obtain ~~sufficient~~ sufficient funding, we may not be able to implement our business plan and may be forced to cease our business activities.

THE COMPANY HAS NOT PAID OR DECLARED ANY DIVIDENDS, NOR, DOES IT ANTICIPATE PAYING ANY DIVIDENDS IN THE FORESEEABLE FUTURE.

The Company has not paid or declared any dividends, nor, by reason of its present financial status and its contemplated financial requirements, does it anticipate paying any dividends in the foreseeable future. The future payment of dividends by the Company on its Common Stock, if any, rests within the sole discretion of the Company's board of directors and will depend, on among other things, the Company's earnings, its capital requirements and its financial condition as well as other relevant factors.

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

~~THE~~Risk ~~OFFERING~~Factors ~~PRICE~~Related OFto ~~THE~~Our ~~SHARES WAS DETERMINED BASED UPON THE PRICE SOLD IN OUR PRIVATE PLACEMENT OFFERING AND ADJUSTED IN ACCORDANCE WITH THE SHARE EXCHANGE AGREEMENT DATED JANUARY 28~~Securities, ~~2009~~the ~~AND~~Equity ~~SHOULD~~Line ~~NOT~~of BECredit ~~USED~~and ~~AS AN INDICATOR~~This ~~OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.~~Offering

~~Since our~~WE ~~shares~~ARE ~~are~~REGISTERING ~~not~~AN ~~listed~~AGGREGATE orOF ~~quoted~~5,725,000 onSHARES ~~any~~OF ~~exchange~~COMMON ~~or quotation system~~STOCK, ~~the~~INCLUDING ~~offering~~2,000,000 ~~price~~SHARES ofOF ~~$0.25~~COMMON ~~for~~STOCK ~~the~~TO ~~shares~~BE ofISSUED ~~common~~UNDER ~~stock~~THE ~~was~~EQUITY ~~determined~~LINE byOF the price shares were sold to our shareholders in a private placement memorandum and adjusted in accordance with the subsequent share exchange agreement and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated pricesCREDIT. ~~The~~ ~~facts~~ THE ~~considered~~SALE inOF ~~determining~~SUCH ~~the~~SHARES ~~offering~~COULD ~~price~~DEPRESS ~~were~~THE ~~our~~MARKET ~~financial~~PRICE ~~condition and~~OF ~~prospects,~~OUR ~~our limited operating history and the general condition of the~~COMMON ~~securities market~~STOCK. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

~~-4-~~We are registering an aggregate of 5,725,000 shares of common stock, including 2,000,000 shares of common stock under the registration statement of which this prospectus forms a part for issuance pursuant to the Equity Line of Credit. The sale of these shares into the public market by Dutchess could depress the market price of our common stock. As of July 7, 2009, there were 26,128,000 shares of our common stock issued and outstanding.

~~Table~~ASSUMING WE ofUTILIZE ~~Content~~THE MAXIMUM AMOUNT AVAILABLE UNDER THE EQUITY LINE OF CREDIT, EXISTING SHAREHOLDERS COULD EXPERIENCE SUBSTANTIAL DILUTION UPON THE ISSUANCE OF COMMON STOCK.

~~THERE~~Our ISEquity NOLine ~~ASSURANCE~~of OFCredit Awith ~~PUBLIC~~Dutchess ~~MARKET~~contemplates ORthe ~~THAT~~potential ~~THE~~future ~~COMMON~~issuance and ~~STOCK~~sale ~~WILL~~of ~~EVER~~up ~~TRADE~~to ON$25,000,000 Aof our common stock to Dutchess subject to certain ~~RECOGNIZED~~restrictions ~~EXCHANGE~~and obligations. ~~THEREFORE,~~The ~~YOU~~following ~~MAY~~table BEis ~~UNABLE~~an TOexample ~~LIQUIDATE~~of ~~YOUR~~the ~~INVESTMENT~~number of INshares ~~OUR~~that ~~STOCK~~could be issued at various prices assuming we utilize the maximum amount available under the Equity Line of Credit. These examples assume issuances at 95% of a market price of $0.65 per share and at 10%, 25% and 50% below $0.65 per share.

~~There is~~The nofollowing ~~established~~table ~~public~~should ~~trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can~~ be noread ~~assurance~~in ~~that~~conjunction awith ~~market maker will agree to file~~ the ~~necessary documents~~footnotes ~~with FINRA, nor can there be any assurance that such an application~~immediately ~~for~~following ~~quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In~~ the ~~absence of a trading market or an active trading market, an investor may be unable to liquidate their investment or make any profit from their investment~~table.

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Percent below current market price	Price per share (1)	Number of shares issuable (2)	Shares outstanding (3)	Percent of outstanding shares (4)
5%	$0.6175	40,485,830	70,268,830	55.57%
10%	$0.5850	42,735,043	72,518,043	56.90%
25%	$0.4875	51,282,051	81,065,051	61.30%
50%	$0.3250	76,923,077	106,706,077	70.38%

(1) Represents purchase prices equal to 95% of $0.65 per share and potential reductions thereof of 10%, 25% and 50%.

(2) Represents the number of shares issuable if the entire commitment of $25,000,000 under the Equity Line of Credit were drawn down at the indicated purchase prices.

(3) Based on 29,783,000 shares, including 26,128,000 shares of common stock outstanding at July 7, 2009 and 3,655,000 shares issuable to certain shareholders pursuant to consulting agreements.

(4) Percentage of the total outstanding shares of common stock after the issuance of the shares indicated, without considering any contractual restriction on the number of shares the selling shareholder may own at any point in time or other restrictions on the number of shares we may issue.

WE MAY NOT HAVE ACCESS TO THE FULL AMOUNT UNDER THE EQUITY LINE.

As of July 7, 2009, the closing market price of our common stock is $0.65. There is no assurance that the market price of our common stock will increase substantially in the near future. The entire commitment under the Equity Line of Credit is $25,000,000. Presumably we will maintain the market price of our common stock at $0.65, we need to issue 40,485,830 shares of common stock to Dutchess (at a 5% discount) in order to have access to the full amount under the Equity Line of Credit.

DUTCHESS WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK.

The common stock to be issued to Dutchess pursuant to the Investment Agreement will be purchased at a seven percent discount to the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Dutchess of our election to put shares pursuant to the Investment Agreement. Dutchess has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Dutchess sells the shares, the price of our common stock could decrease. If our stock price decreases, Dutchess may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

THERE MAY NOT BE SUFFICIENT TRADING VOLUME IN OUR COMMON STOCK TO PERMIT US TO GENERATE ADEQUATE FUNDS FROM THE EXERCISE OF OUR PUT.

The Investment Agreement provides that the dollar value that we will be permitted to put to Dutchess will be either: (A) 200% of the average daily volume in the US market of the common stock for the three trading days prior to the notice of our put, multiplied by the average of the three daily closing bid prices immediately preceding the date of the put, or (B) $300,000. If the average daily trading volume in our common stock is too low, it is possible that we would only be permitted to exercise a put for $300,000, which may not provide adequate funding for our planned operations.

OUR COMMON STOCK IS THINLY TRADED, SO YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO SELL YOUR SHARES TO RAISE MONEY OR OTHERWISE DESIRE TO LIQUIDATE YOUR SHARES.

Our common stock has historically been sporadically or “thinly-traded” on the OTCBB, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or nonexistent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.

As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that current trading levels will continue.

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THE SELLING SHAREHOLDER MAY ENGAGE IN SHORT SALES. SIGNIFICANT SHORT SALES OF OUR COMMON STOCK WILL CAUSE THE DECLINE OF OUR SHARE PRICE

In connection with the distribution of the common stock or otherwise, the selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of shares in the course of hedging the positions they assume with the selling shareholder. If there are significant short sales of our stock, the price decline that would result from this activity will cause our share price to decline which in turn may cause long holders of our stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market our stock the price will decline. It is not possible to predict if the circumstances where by a short sales could materialize or to what our share price could drop. In some companies that have been subjected to short sales their stock price has dropped to near zero. We cannot provide any assurances that this situation will not happen to us.

THE MARKET PRICE FOR OUR COMMON STOCK IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF NET REVENUES WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON STOCK MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In fact, during the period from June 10, 2009 (first date of trading) until July 7, 2009, the high and low sale prices of a share of our common stock were $0.75 and $0.10, respectively. The volatility in our share price is attributable to a number of factors. First, as noted above, the shares of our common stock are sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.

Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

YOU MAY BE UNABLE TO SELL YOUR COMMON STOCK AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.

The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its current market price, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

VOLATILITY IN OUR COMMON STOCK PRICE MAY SUBJECT US TO SECURITIES LITIGATION.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT SHAREHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

To date, we have had a very limited trading volume in our common stock. As long as this condition continues, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered. In addition, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.

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OUR ISSUANCE OF ADDITIONAL COMMON STOCK IN EXCHANGE FOR SERVICES OR TO REPAY DEBT WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND VOTING RIGHTS AND COULD HAVE A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR COMMON STOCK.

Our Board of Directors may issue shares of common stock to pay for debt or services, without further approval by our stockholders based upon such factors as our Board may deem relevant at that time. We have issued shares of our common stock in payment for services in the past. It is likely that we will issue additional securities to pay for services and reduce debt in the future. It is possible that we will issue additional shares of common stock under circumstances we may deem appropriate at the time.

THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER OUR ARTICLES OF INCORPORATION AND THE EXISTENCE OF INDEMNIFICATION RIGHTS FOR OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY HALBERD AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES.

Our Articles of Incorporation contain provisions which eliminate the liability of our directors for monetary damages to Halberd and our shareholders. Our Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could cause us to incur substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit us and our shareholders.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD, WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF SHAREHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

Companies trading on the OTC Bulletin Board, such as Halberd, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

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USE OF PROCEEDS

~~The~~We will ~~selling~~not ~~stockholders~~receive ~~are~~any ~~selling~~proceeds ~~shares~~from the sale of common stock ~~covered~~offered by ~~this~~certain ~~prospectus~~shareholders ~~for~~and ~~their own account~~Dutchess. However, Wewe will ~~not~~ receive ~~any~~proceeds offrom the ~~proceeds from~~sale ~~the~~of ~~resale~~our ofcommon ~~these~~stock ~~shares~~to Dutchess pursuant to the Investment Agreement. WeThe proceeds ~~have~~from ~~agreed~~our toexercise ~~bear~~of the ~~expenses~~put ~~relating~~option pursuant to the Investment ~~registration~~Agreement ofwill ~~the~~be ~~shares~~used for ~~the~~working ~~selling~~capital ~~security~~and ~~holders~~general corporate expenses.

~~DETERMINATION~~We propose OFto ~~OFFERING~~expend ~~PRICE~~these proceeds as follows:

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by the price shares were sold to our shareholders in a private placement of SellMyBusiness which was completed in January 2009 and adjusted by 2000 to 1 in accordance with a subsequent share purchase agreement dated January 28, 2009.

	Proceeds if 100%, or 2,000,000 shares sold		Proceeds if 50% or 1,000,000 shares sold
Gross proceeds (1)	$	1,209,000	$	604,500
Offering expenses:
Marketing	$	650,000	$	190,000
Payroll	$	250,000	$	180,000
Facilities	$	50,000	$	50,000
Furniture & Equipment	$	15,000	$	15,000
Insurances	$	30,000	$	30,000
Contract Labor	$	60,500	$	60,500
Legal fees	$	73,000	$	3,500
Printing of prospectus	$	500	$	500
Accounting and auditing fees	$	70,000	$	70,000
State securities fees
Transfer agent fees
Miscellaneous expenses	$	10,000	$	5,000
Total offering expenses
Net proceeds	$	1,209,000	$	604,500

~~The~~(1) ~~offering~~Reflecting ~~price~~a of7% ~~the~~discount ~~shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship~~ to ~~our book value~~Dutchess, ~~assets, past~~and ~~operating~~assuming ~~results, financial condition or any other established criteria of value. The facts considered in determining~~ the offering price ~~were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock~~ is ~~not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus~~$0. ~~In order~~65 ~~to be~~per ~~quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock~~share. ~~There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.~~

InWorking ~~addition,~~capital ~~there~~needs isinclude noaccounts ~~assurance~~payable that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and ~~may be influenced by many factors, including the depth and liquidity~~inventory.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

-5-

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SELLING SHAREHOLDERS

The following table sets forth the name of the selling shareholder, the number of shares ~~being~~of ~~offered~~common ~~for~~stock ~~resale~~owned, the number of shares of common stock registered by this prospectus and the number and percent of outstanding shares that the selling ~~stockholders~~shareholder ~~consist~~will own after the sale of ~~656~~the registered shares,~~000~~ assuming all of the shares are sold. The information provided in the table and discussions below has been obtained from the selling shareholder. The selling shareholder may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act. As used in this prospectus, “selling shareholder” includes donees, pledges, transferees or other successors in interest selling shares of our common stock ~~held~~received byfrom 48the named ~~shareholders~~selling shareholder as a gift, pledge, distribution or other non sale-related transfer.

~~The~~Beneficial ~~following~~ownership ~~table~~is ~~sets~~determined ~~forth~~in ~~the~~accordance ~~name~~with ofRule ~~the~~13d-3(d) ~~selling~~promulgated ~~stockholders, the number of shares of common stock beneficially owned~~ by ~~each of~~ the ~~selling stockholders as~~ ~~of March 13,~~Securities ~~2009~~ and ~~the~~Exchange ~~number~~Commission ofunder ~~shares of common stock being offered by~~ the ~~selling~~Exchange ~~stockholders~~Act. ~~The shares being offered hereby are being~~ Unless ~~registered~~otherwise tonoted, ~~permit~~each ~~public~~person ~~secondary~~or ~~trading,~~group ~~and~~identified ~~the~~possesses ~~selling~~sole ~~stockholders~~voting ~~may~~and ~~offer~~investment ~~all~~power orwith ~~part~~respect ofto the shares, ~~for~~subject ~~resale from time~~ to ~~time.~~community ~~However,~~property ~~the~~laws ~~selling~~where ~~stockholders~~applicable. ~~are~~As ~~under no obligation to sell all or any portion~~ of ~~such shares~~July ~~nor~~7, ~~are~~2009, ~~the~~there ~~selling~~were ~~stockholders~~26,128,000 ~~obligated to sell any~~ shares ~~immediately upon effectiveness~~ of ~~this~~our ~~prospectus. All information with respect to~~common ~~share~~stock ~~ownership~~issued ~~has~~and ~~been furnished by the selling stockholders~~outstanding.

Name of selling stockholder	Shares of common stock owned prior to offering	Shares of common stock to be sold	Shares of common stock owned after offering	Percent of common stock owned after offering (1) (2)
Bruce E. Nyberg (3)	20,000	20,000	0	0
John P. Bower Revocable Living Trust UAD 9/27/1999 (3) (4)	20,000	20,000	0	0
Mary Jane Bower Revocable Trust UAD 6/19/1999 (3) (5)	20,000	20,000	0	0
Daniel Dalton (3)	20,000	20,000	0	0
GBS, LLC (3) (6)	20,000	20,000	0	0
BFADM, LLC (3) (6)	20,000	20,000	0	0
David R. Zimmer (3)	20,000	20,000	0	0
Richard A. Hecker (3)	20,000	20,000	0	0
Douglas Perry Lalone Living Trust (3) (7)	20,000	20,000	0	0
Paul A. Miller (3)	20,000	20,000	0	0
Nicholas S. Ahee (3)	20,000	20,000	0	0
Todd A. Emerson (3)	2,000	2,000	0	0
Donna Kolo (3)	20,000	20,000	0	0
Joel M. Ungar (3) (8)	20,000	20,000	0	0
Constance M David (3)	2,000	2,000	0	0
Awecomm Technologies, LLC (3) (9)	10,000	10,000	0	0
Marx Layne & Company (3) (10)	10,000	10,000	0	0
Jon D. Johnson (3)	10,000	10,000	0	0
Douglas Omar Perreault (3)	10,000	10,000	0	0
Michael R. Szudarek (3)	8,000	8,000	0	0
Kathryn E. Lundquist (3)	4,000	4,000	0	0
Sunshine R. Jenkins (3)	4,000	4,000	0	0
Dino S. Rotondo (3)	4,000	4,000	0	0
Vianne Floyd (3)	20,000	20,000	0	0
Barrett Kalellis (3)	20,000	20,000	0	0
Shelby Starnes (3)	4,000	4,000	0	0
Michael P. Crosson (3)	20,000	20,000	0	0
Alexandra A. Crosson (3)	20,000	20,000	0	0
Trent A. Lundquist (3)	4,000	4,000	0	0
Andrew Kulpa (3)	2,000	2,000	0	0
David J. Raska (3)	2,000	2,000	0	0
JR Holdings Group, LLC (3) (11)	4,000	4,000	0	0
Philip W. Thomas, Jr. (3)	20,000	20,000	0	0
Scott P. Batey (3)	4,000	4,000	0	0
John Alexander (3)	4,000	4,000	0	0
Craig W. Terry (3)	2,000	2,000	0	0
Millicent D. Sherman (3)	2,000	2,000	0	0
Bill & Joann Batey (3)	4,000	4,000	0	0
Craig Camp (12)	636,000	20,000	616,000	2.49%
TAB Properties, LLC (13)	508,000	20,000	488,000	1.95%
Thomas M. Nardone (14)	508,000	20,000	488,000	1.95%
DS Projects, LLC (15)	1,064,000	20,000	1,044,000	4.17%
D & P Vasilos Investment, LLC (16)	500,000	20,000	480,000	1.92%
Michael Marcum (17)	572,000	20,000	552,000	2.20%
Vincent Floyd (18)	1,018,000	20,000	998,000	3.98%
Thomas IRA (19)	1,696,000	20,000	1,676,000	6.69%
Leland M. Thomas (19)	1,100,000	20,000	1,080,000	4,14%
River Star, LLC (20)	1,000,000	20,000	980,000	3.76%
Total		656,000

On April 30, 2009, we previously entered into an Investment Agreement with Dutchess to raise up to $25,000,000 through an equity line of credit. Except as described above, to our knowledge Dutchess has not had a material relationship with us during the last three years, other than as an owner of our common stock or other securities.

~~-6-~~On July 2, 2009, we entered into a Chief of Staff Services Extension Agreement with River Star, LLC, by which River Star would provide various consulting services in exchange for $7,500 per month through the end of our 2010 fiscal year and 1,000,000 shares of our common stock. The 1,000,000 shares will be issued in sixteen (16) equal monthly installments beginning August 2009 and are being registered in this registration statement.

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~~(1)~~Table ~~Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise~~ of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. Each listed selling security holder has the sole investment and voting power with respect to all shares of common stock shown as beneficially owned by such selling security holder, except as otherwise indicated in the footnotes to the table. Contents

(On July 2), As2009, ofwe ~~March~~entered 13into a Services Agreement with Awecomm Technologies, ~~2009~~LLC (“Awecomm”), ~~there~~by ~~were~~which 26Awecomm would provide webhosting and development services in exchange for 804,~~058,~~000 shares of our common stock. The 804,000 shares will be issued to Awecomm up to 43,855 per month beginning August 2009 and ~~outstanding.~~are being registered in this registration statement

~~(3)~~On WeJuly 2, ~~are~~2009, ~~registering~~we entered into a Services Agreement with Issuers Capital Advisors, LLC, by which Issuers Capital Advisor LLC would provide Investor and Public Relations services in exchange for 456,000 shares of our common stock. ~~(the~~The 456,000 ~~number~~shares ~~herewith~~will isbe ~~given~~issued ~~effective~~ to ~~the~~Issuers ~~share~~Capital ~~purchase~~Advisor ~~agreement~~LLC ~~dated~~up ~~January 28~~to 38,000 per ~~2009)~~month ~~sold~~beginning inAugust ~~our~~2009 ~~Regulation~~and Dare ~~Rule~~being ~~506~~registered ~~offering completed~~ in ~~January~~this registration ~~2009.~~statement

~~(4)~~On ~~John~~July 2, P2009, we entered into a Services Agreement with Marx Layne, Inc., ~~Bower~~by ~~has~~which Marx ~~voting~~Layne, Inc. would provide marketing and ~~dispositive~~content ~~control~~development services in ~~over~~exchange ~~securities~~for ~~held~~395,000 byshares ~~John~~of Pour common stock. ~~Bower~~The ~~Revocable~~395,000 shares ~~Living~~will ~~Trust~~be issued to Marx Layne, Inc. up to 32,917 per month beginning August 2009 and are being registered in this registration statement.

~~(5)~~In addition, ~~Mary~~we ~~Jane~~are ~~Bower~~registering 10,000 ~~has~~shares ~~voting~~each ~~and~~which ~~dispositive~~are ~~control over securities~~ held by ~~Mary~~the members ~~Jane~~of ~~Bower~~our ~~Revocable~~Board ~~Trust~~of Directors.

(6) Mario Apruzzese has voting and dispositive control over securities held by GBS, LLC and BFADM, LLC.

Beneficial Ownership of Common Shares Prior to this Offering			Number of Shares to be Sold Under this Prospectus (1)	Beneficial Ownership of Common Shares after this Offering
Selling Shareholder	Number of Shares	Percent of Class	Number of Shares to be Sold Under this Prospectus (1)	Number of Shares (2)	Percent of Class (3)
Dutchess Private Equities Fund, Ltd. (4)	0	--	2,000,000	0	--
Anslow & Jaclin, LLP (5)	0	--	1,000,000	0	--
River Star, LLC (6) (11)	1,010,000	3.87% (7)	1,010,000	1,000,000	3.33%
Awecomm Technologies, LLC (8)	0	--	804,000	0	--
Issuers Capital Advisors, LLC (9)	0	--	456,000	0	--
Marx Layne, Inc. (10)	0	--	395,000	0	--
John C. Maddox	13,010,000	49.79%	10,000	13,000,000	40.90%
Mark Lundquist	4,010,000	15.35%	10,000	4,000,000	12.59%
Leland Thomas	2,806,000	10.74%	10,000	2,796,000	8.80%
Bruce Nyberg	30,000	*	10,000	20,000	*
Lizabeth Ardisana	10,000	*	10,000	0	--
Michael Burns	10,000	*	10,000	0	--
Total	20,886,000	79.94%	5,725,000	20,816,000	65.49%

~~(7)~~* ~~Douglas~~less than ~~Perry Lalone has voting and dispositive control over securities held by Douglas Perry Lalone Living Trust.~~1%

(81) ~~Joel~~The Mnumber of shares set forth in the table represents an estimate of the number of common shares to be offered by the selling shareholder. ~~Ungar~~We ishave ~~our~~assumed ~~Chief~~the ~~Financial~~sale ~~Officer~~of ~~and~~all ~~Principal~~of ~~Accounting~~the ~~Officer~~common shares offered under this prospectus will be sold. However, as the selling shareholder can offer all, some or none of its common stock, no definitive estimate can be given as to the number of shares that the selling shareholder will offer or sell under this prospectus.

(92) ~~Brent~~These ~~Yax~~numbers ~~has~~assume ~~voting~~the ~~and~~selling ~~dispositive~~shareholder ~~control~~sells ~~over~~all ~~securities~~of ~~held~~its byshares ~~Awecomm~~after ~~Technologies,~~the ~~LLC~~completion of the offering.

(103) ~~Mike~~Based ~~Szuderak~~on ~~has~~31,783,000 ~~voting~~shares ~~and~~of ~~dispositive~~common ~~control~~stock ~~over~~outstanding ~~securities~~after ~~held~~the bycompletion ~~Marx~~of ~~Layne~~the ~~& Company~~offering.

(114) ~~Jerry~~Dutchess ~~Hamling~~is ~~has~~a ~~voting~~Cayman Island exempted corporation. Michael Novielli and ~~dispositive~~Douglas ~~control~~H. ~~over~~Leighton ~~securities~~are ~~held~~directors byof JRDutchess ~~Holdings~~with ~~Group,~~voting ~~LLC~~and investment power over the shares.

(125) MrAnslow & Jaclin, LLP is our legal counsel. ~~Camp~~We ~~received~~will ~~386~~issue 62,~~000~~500 shares of our common stock ~~acquired~~for ~~through~~its ~~the~~legal ~~private~~services ~~placement~~per ~~officering~~month ~~and~~for ~~250,000~~sixteen ~~shares~~(16) ofmonths ~~our~~beginning ~~common~~August ~~stock~~2009. ~~converted~~Richard onI. ~~November~~Anslow 28is the managing partner of Anslow & Jaclin, ~~2007~~LLP ~~pursuant~~and tohas avoting ~~stock~~and ~~conversion~~dispositive ~~agreement~~control over securities held by Anslow & Jaclin, LLP.

(136) ~~TAB~~The ~~Properties received 308~~1,010,000 shares ofregistered ~~our~~herewith ~~common~~includes ~~stock~~1,000,000 ~~acquired~~shares ~~through~~issuable under the ~~private~~Chief ~~placement~~of ~~officering~~Staff Extension Services Agreement and ~~200~~10,000 shares ofissued ~~our~~for ~~common~~the ~~stock~~services ~~converted~~rendered onby ~~November~~Nicholas ~~28,~~A. ~~2007~~Coco ~~pursuant~~as to a ~~stock~~member ~~conversion~~of ~~agreement~~our Board of Directors. ~~Joe~~Nicholas ~~Lutheran~~A. Cocco has voting and dispositive control over securities held by ~~TAB~~River ~~Properties~~Star, LLC. He is a member of our Board of Directors.

(14) Mr. Nardone received 200,000 shares of our common stock converted on November 28, 2007 and 308,000 shares of our common stock converted on January 16, 2009 pursuant to stock conversion agreements.11

~~(15)~~Table ~~DS Projects received 426,000 shares~~ of our common stock converted on January 3, 2008 and 638,000 shares of our common stock converted on January 14, 2009 pursuant to stock conversion agreements. Dewey Steffen has voting and dispositive control over securities held by DS Projects, LLC. Contents

(167) DBased ~~& P Vasilos Investment received 200,000 shares of our common stock converted~~ on ~~January 3~~26, ~~2008 and 300~~128,000 shares of ~~our~~ common stock ~~converted~~outstanding onbefore ~~January~~the ~~13,~~completion ~~2009~~of ~~pursuant~~this ~~to stock conversion agreements~~offering. ~~Dimitri & Patty Vasilos have voting and dispositive control over securities held by D & P Vasilos Investment, LLC.~~

(178) ~~Mr.~~Janet ~~Marcum~~Nawrocki ~~received~~has ~~226,000~~voting ~~shares of our common stock converted on January 3, 2008~~ and ~~346,000~~dispositive ~~shares~~control ofover ~~our~~securities ~~common~~held ~~stock~~by ~~converted~~Awecomm ~~on January 14~~Technologies, ~~2009 pursuant to stock conversion agreements~~LLC.

(189) ~~Mr.~~Gregg ~~Floyd~~Linn ~~received~~has ~~400,000~~voting ~~shares of our common stock converted on January 3, 2008~~ and ~~618,000~~dispositive ~~shares~~control ofover ~~our~~securities ~~common~~held ~~stock~~by ~~converted~~Issuers onCapital ~~January 14~~Advisors, ~~2009 pursuant to stock conversion agreements~~LLC.

(1910) ~~Leland~~Michael M.Szudarek ~~Thomas~~ has voting and dispositive control over securities held by ~~Thomas~~Marx ~~IRA.~~Layne, ~~He is a member of our Advisory Board~~Inc.

(20) Nicholas A. Cocco has voting and dispositive control over securities held by River Star, LLC. He is a member of our Advisory Board

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PLAN OF DISTRIBUTION

The ~~selling~~purpose ~~security holders may sell some or all~~ of ~~their~~this ~~shares~~prospectus atis a fixed price of $0.25 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The offering price of $0.25 was determined by the price shares were sold to ~~our~~permit ~~shareholders in a private placement memorandum and adjusted in accordance with~~ the ~~Share Purchase Agreement and is a fixed price at which the~~ selling ~~security~~shareholder ~~holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. Prior~~ to ~~being~~offer ~~quoted~~and ~~on the OTCBB, shareholders may~~ sell ~~their~~up ~~shares in private transactions~~ to ~~other~~ ~~individuals.~~an ~~Although~~aggregate ~~our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing~~ of ~~this prospectus. In order to be quoted on the Bulletin Board~~5, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA725,000 ~~nor~~shares ~~can~~at ~~there~~such betimes ~~any~~and ~~assurance~~at ~~that~~ such anplaces ~~application for~~as ~~quotation~~they ~~will be approved~~choose. ~~There~~The ~~is no~~decision ~~assurance~~to ~~that~~sell anany ~~active trading market for our~~ shares ~~will~~is ~~develop,~~within ~~or, if developed, that it will be sustained. In~~ the ~~absence~~sole discretion of ~~a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from~~ the ~~investment. However, sales by selling security~~ holder ~~must be made at the fixed price of $0~~thereof.~~25 until a market develops for the stock.~~

~~Once~~The distribution of the common stock by a selling shareholder may be effected from ~~market~~time ~~has~~to ~~been~~time ~~developed~~in ~~for~~one ~~our~~or ~~common~~more ~~stock,~~transactions. Any of the ~~shares~~common stock may be offered ~~sold~~for ~~or distributed~~sale, from time to time, by ~~the~~a selling ~~stockholders~~shareholder, ~~directly~~or toby ~~one~~permitted transferees or ~~more~~ ~~purchasers~~successors orof ~~through~~the ~~brokers~~selling shareholder, or ~~dealers~~otherwise, ~~who~~at ~~act~~prices and ~~solely~~on asterms ~~agents~~then obtainable, at ~~market~~ fixed prices, at prices then prevailing at the time of sale, at prices related to such prevailing ~~market~~ prices, ator in negotiated transactions ~~prices or~~ at ~~fixed~~negotiated prices, ~~which~~or ~~may be changed~~otherwise. The ~~distribution~~common ofstock ~~the shares~~ may be sold ~~effected~~by in one or more of the ~~following~~ ~~methods~~following:

· ~~ordinary~~On ~~brokers~~the ~~transactions,~~OTCBB ~~which may include long~~ or ~~short~~any ~~sales,~~other ·national ~~transactions~~common ~~involving~~stock ~~cross~~exchange or ~~block~~automated ~~trades~~quotation system on ~~any~~which ~~securities or market where~~ our common stock is ~~trading~~traded, ~~market~~which ~~where~~may ~~our~~involve ~~common stock is trading, · through direct sales to purchasers or sales effected through agents, · through~~ transactions insolely ~~options,~~between ~~swaps~~a orbroker-dealer ~~other~~and ~~derivatives~~its ~~(whether~~customers ~~exchange~~which ~~listed~~are ofnot ~~otherwise),~~traded oracross ~~exchange~~an ~~listed~~open ormarket ~~otherwise),~~and orblock ~~· any combination of the foregoing~~trades.

~~In addition,~~· ~~the~~Through ~~selling~~one ~~stockholders~~or ~~may~~more ~~enter into hedging transactions with broker-~~dealers ~~who~~or ~~may~~agents ~~engage~~(which ~~in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders~~ may ~~also~~include ~~enter~~one ~~into option~~ or ~~other transactions~~more ~~with~~underwriters), ~~broker-dealers that require the delivery by such broker-dealers of the shares~~including, ~~which~~but ~~shares~~not ~~may~~limited ~~be resold thereafter pursuant~~ to ~~this prospectus.~~:

~~Brokers, dealers,~~· orBlock ~~agents~~trades ~~participating~~ in ~~the~~which ~~distribution of~~ the ~~shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such~~ broker~~-dealers~~ ~~may act as agent~~ or todealer ~~whom they may sell~~ as principal, orand ~~both (which~~resale ~~compensation~~by ~~as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of~~ such ~~compensation. We know of no existing arrangements between the selling stockholders and any other stockholder,~~ broker, ~~dealer~~ or ~~agent~~ ~~relating~~dealer tofor ~~the~~its ~~sale~~account ~~or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders~~ pursuant to this prospectus. ~~We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $85,000.~~

~~DESCRIPTION~~· OFPurchases ~~SECURITIES~~by TOa BEbroker ~~REGISTERED~~or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus.

·	Ordinary brokerage transactions.

·	Transactions in which the broker solicits purchasers

·	Directly to one or more purchasers.

·	A combination of these methods.

Dutchess and any broker-dealers who act in connection with the sale of its shares are “underwriters” within the meaning of the Securities Act, and any discounts, concessions or commissions received by them and profit on any resale of the shares as principal may be deemed to be underwriting discounts, concessions and commissions under the Securities Act.

In connection with the distribution of the common stock or otherwise, the selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of shares in the course of hedging the positions they assume with the selling shareholder. A selling shareholder may also sell shares short and redeliver the shares to close out such short positions. A selling shareholder may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealers or other financial institutions of the common stock, which shares such broker-dealers or financial institutions may resell pursuant to this prospectus, as supplemented or amended to reflect that transaction. A selling shareholder may also pledge the common stock registered hereunder to a broker-dealer or other financial institution and, upon a default, such broker-dealer or other financial institution may affect sales of the pledged shares pursuant to this prospectus, as supplemented or amended to reflect such transaction. In addition, any common stock covered by this prospectus that qualifies for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

The selling shareholder or its underwriters, dealers or agents may sell the common stock to or through underwriters, dealers or agents, and such underwriters, dealers or agents may receive compensation in the form of discounts or concessions allowed or reallowed. Underwriters, dealers, brokers or other agents engaged by the selling shareholder may arrange for other such persons to participate. Any fixed public offering price and any discounts and concessions may be changed from time to time. Underwriters, dealers and agents who participate in the distribution of the common stock may be deemed to be underwriters within the meaning of the Securities Act, and any discounts or commissions received by them or any profit on the resale of shares by them may be deemed to be underwriting discounts and commissions thereunder. The proposed amounts of the common stock, if any, to be purchased by underwriters and the compensation, if any, of underwriters, dealers or agents will be set forth in a prospectus supplement.

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Unless granted an exemption by the Commission from Regulation M under the Exchange Act, or unless otherwise permitted under Regulation M, a selling shareholder will not engage in any stabilization activity in connection with our common stock, will furnish each broker or dealer engaged by a selling shareholder and each other participating broker or dealer the number of copies of this prospectus required by such broker or dealer, and will not bid for or purchase any common stock of our or attempt to induce any person to purchase any of the common stock other than as permitted under the Exchange Act.

We will not receive any proceeds from the sale of these shares of common stock offered by the selling shareholder. We shall use our best efforts to prepare and file with the Commission such amendments and supplements to the registration statement and this prospectus as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of the common stock covered by the registration statement for the period required to effect the distribution of such common stock.

We are paying certain expenses (other than commissions and discounts of underwriters, dealers or agents) incidental to the offering and sale of the common stock to the public, which are estimated to be approximately $20,000. If we are required to update this prospectus during such period, we may incur additional expenses in excess of the amount estimated above.

In order to comply with certain state securities laws, if applicable, the common stock will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states the shares of common stock may not be sold unless they have been registered or qualify for sale in such state or an exemption from registration or qualification is available and is complied with.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 120,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. We have not yet issued any preferred stock. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.

Common Stock

We are authorized to issue 120,000,000 shares of common stock. Currently we have 26,~~058~~128,000 common shares issued and outstanding.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

All shares of common stock now outstanding are fully paid for and non-8assessable and all shares of common stock which are being registered pursuant to this registration statement are fully paid and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

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All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this private placement are fully paid and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Dividends

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Convertible Notes

On November 28, 2007 and January 3, 2008, we entered into convertible promissory notes with certain investors totaling $300,000. In addition, we issued 1,501 shares to these investors. In January 2009, we entered into stock conversion agreements with these investors, pursuant to which we issued 2,300 shares of our common stock as conversion of promissory notes dated November 28, 2007 and January 3, 2008 including principal of $300,000 and interest of 23,000 at a conversion price of $133.00 and $500.00 per share, respectively.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The consolidated financial statements for the period ended July 31, 2008 included in this prospectus and the registration statement have been audited by Rehmann Robson, P.C. to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Rehmann Robson, P.C., the Company’s independent registered public accounting firm, has performed reviews of the unaudited interim consolidated financial statements ~~included~~ included herein. Pursuant to Rule 436(c) of the Securities Act of 1933 (“Act”) their report on these reviews should not be considered a part of this registration statement nor a “report” within the meaning of sections 7 and 11 of the Act and the independent registered public accounting firm liability under Section 11 does not extend to it.

CORPORATE HISTORY AND STRUCTURE

Our History

We are a development stage company that was incorporated under the laws of the State of Nevada on January 26, 2009. On January 28, 2009, we entered into a share purchase agreement with SellMyBusiness, a corporation established under the laws of the State of Michigan in August 2007, pursuant to which we acquired all of the issued and outstanding shares of common stock of SellMyBusiness for 25,058,000 shares of our common stock. As a result, SellMyBusiness became our wholly-owned subsidiary.

Our operations are conducted through our wholly owned subsidiary SellMyBusiness under the name “Sellmybusiness.com®” established on December 3, 2007. To date, the Company’s activities have been limited to raising capital, obtaining financing, constructing its website and administrative functions. Sellmybusiness.com® provides a single web portal for interested parties to find, buy and sell businesses, real estate and equipment and all the related services needed to support the transaction, including financing, incorporation, professional help and additional business resources. Sellmybusiness.com® intends to support businesses of all sizes and types, including start-ups, well-established companies, home-based businesses, closely-held companies, multinational public corporations and franchises. Sellmybusiness.com®’s real estate listing service assists people to buy, sell, lease or sublease commercial or residential land and property. Sellmybusiness.com®’s equipment listing service provides a portal to buy, sell or lease excess inventory, capital equipment, raw materials, vehicles, aircraft, ships and rail equipment.

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Upon inception of SellMyBusiness on August 2, 2007, we issued 6,500 shares to John Maddox as founder shares for no consideration. On November 28, 2007, we issued 2,000 shares to Mark Lundquist as founder shares for no consideration. On November 28, 2007 and January 3, 2008, we entered into convertible promissory notes with certain investors totaling of $300,000. In addition, we issued 1,501 shares to these investors. In January 2009, we entered into stock conversion agreements with these investors, pursuant to which we issued 2,300 shares of our common stock as conversion of promissory notes dated November 28, 2007 and January 3, 2008 including principal of $300,000 and interest of 23,000 at a conversion price of $133.00 and $500.00 per share, respectively. In January 2009, we completed an offering in which we sold 228 shares of common stock at $500 per share in connection with our private placement. Please note that the share numbers in this paragraph are given before the effectiveness of share exchange agreement dated January 28, 2009.

DESCRIPTION OF BUSINESS

Overview

SellMyBusiness.com® (a wholly owned subsidiary of Halberd Corporation) provides a single web portal for business people to find, buy and sell businesses, real estate and equipment and all the related services needed to support the transaction, including financing, incorporation, professional help and additional business resources. SellMyBusiness.com intends to support businesses of all sizes and types, including start-ups, well-established companies, home-based businesses, closely-held companies, multi-national public corporations and franchises. SellMyBusiness.com’s real estate listing service assists people to buy, sell, lease or sub-lease commercial and residential land and property. SellMyBusiness.com’s equipment listing service provides business people with a portal to buy, sell or lease excess inventory, capital equipment, raw materials, vehicles, aircraft, ships and rail equipment. In its first month of operation, the site attracted over half a million visitors.

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Business Model

The strategy for SellMyBusiness.com is to become the recognized online total solution provider for buying or selling a business and everything related to the transaction. This strategy encompasses the following key elements:

· Listing businesses for sale with a local, regional, national and international reach. · Listing real estate for sale or lease, particularly when linked to a business for sale.

· Listing ~~real~~equipment ~~estate~~ for sale or lease, particularly when the equipment, assets and inventory are linked to athe business for sale. · Special confidential listing service for businesses, real estate and equipment.

· ~~Listing~~Special ~~equipment~~pre-qualified ~~for~~buyer ~~sale~~service orfor ~~lease~~businesses, ~~particularly~~real ~~when~~estate ~~the~~and equipment,. ~~assets~~· ~~and~~Professional ~~inventory~~service ~~are~~provider ~~linked~~referrals to assist in the purchase, sale, start-up or operation of a business, ~~for~~such ~~sale~~as attorneys, brokers, accountants, business valuators and consultants.

· ~~Special~~Online ~~confidential~~document ~~listing~~management ~~service~~system for handling all paperwork involved in the sale or lease of businesses, real estate and equipment. · Business resources for owners and executives, such as business books, white papers, and important links.

· ~~Special~~Live ~~pre-qualified~~support. ~~buyer~~· ~~service for businesses~~Easy-to-navigate, ~~real~~easy-to-understand ~~estate and equipment~~website.

· ~~Professional~~Multilingual ~~service~~website ~~provider~~versions. ~~referrals~~· toSupport ~~assist~~for inall ~~the~~types ~~purchase, sale, start-up or operation~~ of abusinesses: ~~business~~public corporations, ~~such~~private ~~as attorneys~~companies, ~~brokers~~franchises, ~~accountants,~~not-for-profits ~~business valuators~~ and ~~consultants~~home-based businesses.

· Online document management system for handling all paperwork involved in the sale or lease of businesses, real estate and equipment.

· Business resources for owners and executives, such as business books, white papers, and important links.

· Live support.

· Easy-to-navigate, easy-to-understand website.

· Multilingual website versions.

· Support for all types of businesses: public corporations, private companies, franchises, not-for-profits and home-based businesses.

Revenue is generated from five methods:

1) fees for listing businesses, real estate and equipment for sale or lease;

1)	fees for listing businesses, real estate and equipment for sale or lease;
2)	membership registration fees for lead generation for professional service providers in multiple categories;

2) membership registration fees for lead generation for professional service providers in multiple categories;

3)	registration fees for broker/dealers to have monthly or annual access rights for selling or leasing businesses, real estate and equipment;
4)	website banner advertising;

3) registration fees for broker/dealers to have monthly or annual access rights for selling or leasing businesses, real estate and equipment;

4) website banner advertising;

5)	affiliate fees (incorporation services, financing services, Amazon.com book sales, etc.);

Growth is attained through an aggressive and multi-channel marketing campaign focused on user demographics. Many Internet-based start-ups and their potential investors quickly look for IT-related specialists to lead the company. Although SellMyBusiness.com is an Internet-based firm, management believes the business is based more heavily on a “marketing-to-the-proper-user” and “solution provider” model, rather than an “IT-based” model. The co-founders already have prior experience in launching web-based companies and implementing sophisticated enterprise and CRM software. Currently, web development and support is provided by one of the leading firms in the state, but will be brought inside the company if deemed appropriate. However, management stresses that SellMyBusiness.com is a solution provider company for business buyers and sellers that runs on the web, not a web-based company that happens to provide solutions for business people.

The Concept

SellMyBusiness.com was developed to fill a need in the marketplace. The Internet is gradually moving from a product and service sales model to a solutions sale model. SellMyBusiness.com is a complete business solution selling model and provides a full complement of services needed to support the transition of a business from one owner to another, addressing the difficulty in finding these services, and how technology can play a part in providing a total solution.

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Unique Value Propositions

Currently there are multiple competitive websites acting as repositories for buyers and sellers of businesses, real estate and equipment, but nearly all only focus on one of these three elements. Nine unique value propositions make SellMyBusiness.com significantly different than its competition and place it in a leadership role in the marketplace.

Total Selling Solution. None of the competitive websites merge all facets of buying or selling a business such as: the sale or purchase of the business entity and its related commercial property; the sale of its inventory and all types of equipment, and; assistance in finding professional help to support the transaction such as attorneys, accountants, business valuators and financiers. Viewers want (and need) a condensation of information and sources. Said another way, the Internet is graduating from product sales to solution sales. SellMyBusiness.com is the solution sale for businesses.

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Professional Service Provider Referrals. SellMyBusiness.com has created a special web section to enlist paid membership from service providers such as accountants, banks, lawyers, and business valuators to help with introductions to clients in need of their services. Over fifty categories have been identified.

3.	Multi-media Marketing and Live Support. Current competitive websites lack presence in the marketplace, capturing only 5%-18% of all businesses for sale. Based on management’s research, competitive sites rely primarily on Internet search engine optimization and online advertising

SellMyBusiness.com creates a shift in this strategy by utilizing the global reach of the Internet coupled with targeted multimedia advertising and public relations campaigns, and live support. A recent article from the editors at Business.com stressing this value about SellMyBusiness.com states, “And here’s something unique: live reps are available to answer questions by phone!”1 The result of these two market concepts is a company that exploits the Internet’s strengths – primarily data driven – coupled with effective marketing and real people to provide a truly unique, personal and valuable service.

Designed for Non-Web Focused Customers. The average age of business owners in the U.S. is 56 years (the same in Australia and New Zealand).2 3 This age group is certainly not ignorant of the web, but they do not spend as much time surfing the web as other younger demographic groups. SellMyBusiness.com management has thus targeted a portion of its marketing on this user demographic. Furthermore, the website was developed to be simple, clean and clutter free to simplify navigation for those viewers less web savvy.

Designed for Short Attention Span Viewers. Executives, business owners and entrepreneurs traditionally have short attention spans. In order to provide important information about the site without the need to read text, SellMyBusiness.com utilizes an online web actor to speak directly to the viewer. No competitor uses web actors.

6.	Local Language Website. Although the language of the Internet is English, not all website viewers speak English. Thus, SellMyBusiness.com intends to launch culturally relevant versions of the site in multiple foreign languages.

The Business Vault®. SellMyBusiness.com offers a unique feature, the Business Vault Confidential Listing Service: a completely private and confidential place to list a business, real estate and equipment for sale and receive leads only from financially pre-qualified buyers. Many business owners and executives do not wish to publicly list, but would utilize the Internet if they knew their information could be kept confidential and they would only receive contact from parties that have the financial wherewithal for the transaction.

Business Watch®. Business Watch provides a service to buyers, allowing them to conduct a search for businesses, real estate or equipment and then lock in the search criteria. Then, whenever a listing meeting their search criteria is added to the SellMyBusiness.com database the Business Watch service automatically generates an email alerting the potential buyer to the new listing. Business Watch assures the buyer will not miss any viable purchasing opportunities.

Web-based Document Management Portal. Once a business, real estate or equipment purchase is agreed upon by a buyer and seller, SellMyBusiness.com can provide a unique, centralized document management system that allows all parties involved in the transaction (buyer, seller, attorneys, brokers, mortgagers, etc.) to upload and share documents. SellMyBusiness.com management has made an exclusive arrangement with the developer of this document management system, a company that has also developed special web-based real estate listing modules currently used by international business brokers and an international broker association..

______________________________________

1 Technology Insider – News and Views from Business.com editors; Kehrer, Daniel, May 12, 2008, Business.com

2 Business Enterprise Institute; Brown John, 2007.

3 What it means to be a baby boomer!; Dibb, Sharon, Bstar Pty Ltd., 2007.

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The Market

According to the U.S. Census Bureau there are approximately 13.1 million firms in the U.S., generating over $22 billion in annual sales.4 The total number of businesses that are for sale annually just in the United States is estimated to be 1.1 million5 and this number is expected to continue increasing as Baby Boomers sell off their companies to the upcoming generations. John Brown of the Business Enterprise Institute states one out of two business owners in the country [U.S.] plan on leaving their business within the next ten years.6 SellMyBusiness.com management estimates that Europe and the Asia-Pacific region triple this number.

The initial target market for SellMyBusiness.com is:

· the 1.1 million sellers of businesses (and related real estate and equipment) in the U.S.;

·	the 1.1 million sellers of businesses (and related real estate and equipment) in the U.S.;
·	the resulting 1.1 million buyers of businesses;

· the ~~resulting~~broker/dealer ~~1.1~~network ~~million~~that ~~buyers~~will assist in the buying and selling of these businesses; · the individuals (For Sale By Owners) that choose not to enlist the services of brokers, and;

· the broker/dealer network that will assist in the buying and selling of these businesses;

· the individuals (For Sale By Owners) that choose not to enlist the services of brokers, and;

·	the professional service providers that provide a vast array of services for buyers & sellers.

Follow-on growth includes expansion of local language versions of SellMyBusiness.com into targeted countries. SellMyBusiness.com management’s estimate for the worldwide market is over 60 million companies with approximately 10 percent changing hands each year. Approximately 20 million firms each exist in the Americas, Europe and Asia/Middle East. This estimate is based on data on China, India, Europe, Russia and Brazil789. A more dramatic market size picture is drawn from a Global Entrepreneurship Monitor study stating that out of the 40 GEM countries, accounting for almost 4 billion out of a world population of 6.3 billion, about 50 million new companies will be launch each year (about 137,000 per day) with a subsequent number of firms being closed (potentially sold).10

Competition & Supporting Financial Model

Three types of competitors exist for SellMyBusiness.com: 1) current web-based sites; 2) local and regional broker sites, and; 3) vertical market specialists.

Competition - Current Web-based Sites

There are eight direct competitors to SellMyBusiness.com within the business sales arena (i.e. not including real estate and equipment). This may appear to be an indicator of a saturated market to most, but in fact it provides strong insight into some critical areas.

Current Web-based Sites

Domain Name	Owner	Location	Launched	# of Bus. For Sale	# of Reg. Buyers	# of Agents, Brokers, ect.	Countries Listed	Selling Fee ($/mo)	Broker Fee ($/mo)	Visits/ Searches per. mo.
BizBuySells.com	LoopNet, Inc.	San Francisco, CA	1996	48,000	24,000	2,500	24	59.95	49.95	650,000
BizQuest.com	Bizquest, LLC	Los Angeles, CA	2005	42,000	100,000	n/a	33	54.95	39.95	n/a
BusinessBroker.net	BusinessBroker.net	Atlanta, GA	Est 1999	30,000	n/a	n/a	15	99.95	39.95	500,000
BusinessDistrict.com	~~Buisness~~Business District, LLC	Shawnee, KS	2006	998	n/a	n/a	1	Free	Free	n/a
BusinessesFor Sale.com	Dynamics PLC	London, UK	1996	51,000	200,000	1,000	110	79.95	29.95	330,000
BusinessMart.com	Business Mart, Inc.	Parlin, NJ	2003	n/a	n/a	n/a	2	69.95	34.95	n/a
BusinessNation.com	Itm Holdings, LLC	Lakewood, CO	1998	2,300	n/a	n/a	1	29.95	39.95	n/a
DaltonBusiness.com	Untied Business Media Ltd.	London, UK	2001	25,000	n/a	n/a	9	£60 ($121)	n/a	n/a
SellMyBusiness.com	SellMyBusiness.com Inc.	Bingham Farms, MI	2008	3,500	Too new	Too new	1	59.95	29.95	550,000

First, none of these companies appears to have exploited the market based on the small market share. Research indicates the primary marketing methods used by the competition is Internet Search Engine Optimization (SEO). SellMyBusiness.com management has been unable to identify any significant marketing used by any of the companies, except LoopNet which owns BizBuySell. BizBuySell has an affiliate arrangement with Wall Street Journal Online and runs small ads in business publications such as Fast Company. BusinessNation.com appears to be unfocused and offering business listing services as only one small piece of a larger strategy; resulting in only 2,300 listings. BusinessDistrict.com is basing its growth model on business social networking. SellMyBusiness.com management has already formed an arrangement with the owner to incorporate all of BusinessDistrict.com’s listings onto the SellMyBusiness.com site. The remaining six sites appear to rely on Internet search engine results. Of the 1.1 million companies sold in the U.S. each year, SellMyBusiness.com management estimates the amount listed online represents less than one percent of the total world market potential.17

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First, none of these companies appears to have exploited the market based on the small market share. Research indicates the primary marketing methods used by the competition is Internet Search Engine Optimization (SEO). SellMyBusiness.com management has been unable to identify any significant marketing used by any of the companies, except LoopNet which owns BizBuySell. BizBuySell has an affiliate arrangement with Wall Street Journal Online and runs small ads in business publications such as Fast Company. BusinessNation.com appears to be unfocused and offering business listing services as only one small piece of a larger strategy; resulting in only 2,300 listings. BusinessDistrict.com is basing its growth model on business social networking. The remaining six sites appear to rely on Internet search engine results. Of the 1.1 million companies sold in the U.S. each year, SellMyBusiness.com management estimates the amount listed online represents less than one percent of the total world market potential.

____________________________________________

4 2004 United States Census Bureau data.

5 2005 Business Reference Guide; West, Tom, 2005.

6 Business Enterprise Institute; Brown, John, 2007.

7 “Registered SMEs in China surpass 4.3 million”, Li Zibin, China Knowledge, Oct 22, 2007

8 “Growth Opportunities for Indian SME’s”, Deloitte Touche Tohmatsu India Private Limited (Source: Ministry of Micro, Small and Medium Enterprises, Government of India), Apr 22, 2008, pg 5,

9 “General Market Outlook – Macroeconomic Projections [on Brazil]”, Canadian Heritage, www.pch.gc.ca, 2008.

10 “Small Business”, Mason, Moya K., (Source: 2002 Global Entrepreneurship Monitor survey), www.moyak.com, 2008.

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Although these sites are considered direct competitors which may indicate the need to capture market share from them, SellMyBusiness.com personnel have conducted field studies that verify business owners and brokers sign up on multiple sites to ensure market visibility. Therefore, SellMyBusiness.com’s growth is based on customers listing solely with SellMyBusiness.com and jointly with its competitors.

The following chart shows a matrix comparing the features and unique value propositions offered by SellMyBusiness.com relative to its competitors.

Figure 6: SellMyBusiness.com Features versus Competition

1 Adding multilingual sites in 2009-10

2 For brokers only

3 Sponsored links only

4 Five categories only

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Competition - Local and Regional Broker Sites

The second area of competition is the myriad of local and regional broker websites. These sites are not considered viable competitors due to their limited reach and local or regional focus.

Competition - Vertical Market Specialists

The third type of competitor is the web-based specialty market seller. These firms focus on a narrow niche business industry and essentially hook up sellers with brokers within that niche. However, as mentioned in the previous “Competition - Current Web-based Sites” paragraph, due to the modest fees for the listing and registration service, business owners and brokers list in multiple sites to ensure market visibility.

Website Visitor Analytics

The SellMyBusiness.com website incorporates rich analytical tools for assessing information about website traffic and visitors such as: sessions, pageviews, hits, requested pages, downloads (from the SellMyBusiness.com website), page drilldowns, entrance pages, exit pages, bounce rates, click paths, length of pageview, depth of session, length of session, referrals, domains, user IP addresses, browser details, and reasons for de-listing.

The capture and translation of this data into visitor demographics creates a powerful tool for SellMyBusiness.com management for pricing banner advertisement, affiliate arrangements, corporate sponsorships and, potentially, company purchase.

Intellectual Property

SellMyBusiness.com has secured three registered service marks:

1. The subsidiary company name and, thus, its domain name: SellMyBusiness.com®

1.	The subsidiary company name and, thus, its domain name: SellMyBusiness.com®
2.	The confidential listing and pre-qualified buyer service: Business Vault®

2. The confidential listing and pre-qualified buyer service: Business Vault®

3.	The business listing alert service: Business Watch®

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Employees

As of ~~March 13~~April 10, 2009, the Company had three employees. The ~~Company~~ Company plans to hire more persons on as-needed basis. The Company has not entered into any collective bargaining agreements.

DESCRIPTION OF PROPERTY

Our mailing address is located at ~~30600~~10755 ~~Telegraph~~Vernon ~~Road~~Avenue, ~~Suite~~Huntington ~~2175~~Woods, ~~Bingham Farms,~~ MI ~~48025~~48070. Phone-based web support is located at 10755 Vernon, Huntington Woods, MI 48070 at a facility cost of $1,500 per month.

LEGAL PROCEEDINGS

John C. Maddox, our President, Chief Operating Officer and Director, is subject to certain payments under a Chapter 13 Plan approved by United States Bankruptcy Court on June 13, 2007. He paid $600 per month to certain creditors from May 31, 2007 to September 30, 2008. He is now paying $669.04 per month to these creditors for twelve months, effective October 1, 2008.

Except stated above, there are no legal proceedings pending or threatened against us or our officers and directors.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

~~There is~~Our ~~presently~~common nostock ~~public~~has ~~market~~been ~~for~~traded ~~our~~on ~~shares~~the ofOTCBB ~~common~~under ~~stock~~the symbol “HALB.OB” Wesince ~~anticipate~~June ~~applying~~10, ~~for~~2009. ~~trading~~However, of our common stock onwas ~~the~~thinly ~~Over~~traded ~~the~~in ~~Counter Bulletin Board upon~~ the ~~effectiveness~~public ofmarket. ~~the registration statement of which this prospectus~~From ~~forms~~June ~~apart. However~~10, we2009 ~~can~~to ~~provide~~July no7, ~~assurance~~2009, ~~that~~the ~~our~~highest ~~shares~~trading ofprice ~~common stock~~was ~~will~~$0.75 beper ~~traded~~share on and the ~~Bulletin~~lowest ~~Board~~trading ~~or,~~price ifwas ~~traded,~~$0.10 ~~that~~per ~~a public market will materialize~~share.

Holders of Our Common Stock

As of the date of this registration statement, we had 50 shareholders of our common stock.

Rule 144 Shares

After July 2009, all of the shares of our common stock held by 39 shareholders who purchased their shares in the Regulation D 506 offering by us will become available for resale to the public without any restriction.

Stock Option Grants

To date, we have not granted any stock options.

Transfer Agent and Registrar:

ToOur transfer ~~date~~agent is Globex Transfer, we ~~have~~LLC, ~~not~~780 ~~appointed~~Deltoan aBlvd., ~~transfer~~Suite ~~agent~~202, ~~for~~Deltona, Florida ~~our~~32725 ~~common~~and ~~stock~~its phone number is (386)206-1133.

Dividend Policy:

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

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AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E , Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

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HALBERD CORPORATION AND SUBSIDIARY (a development stage company) Huntington Woods, Michigan INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended April 30, 2009 and April 30, 2008 and August 2, 2007 (date of inception) to April 30, 2009

~~INDEX~~Table ~~TO FINANCIAL STATEMENTS~~of Contents

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HALBERD CORPORATION AND SUBSIDIARY (a development stage company) Bingham Farms, Michigan CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended October 31, 2008 and August 2, 2007 (date of inception) to October 31, 2007

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HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

~~Bingham~~Huntington ~~Farms~~Woods, Michigan

~~CONSOLIDATED~~INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended

~~October~~April 3130, ~~2008~~2009 and ~~August~~April 230, ~~2007~~2008 ~~(date of~~and

August 2, 2007 (date of inception) to ~~October~~April 3130, ~~2007~~2009

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HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

TABLE OF CONTENTS

	Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of October 31, 2008 (unaudited) and July 31, 2008	F-2
Consolidated Statements of Operations for the three months ended
October 31, 2008 and 2007 and August 2, 2007 (date of inception)
to October 31, 2008 (unaudited)	F-3
Consolidated Statements of Stockholders’ Deficit for the three months ended
October 31, 2008 and period ended October 31, 2007 (unaudited)	F-4
Consolidated Statements of Cash Flows for the three months ended
October 31, 2008 and 2007 and August 2, 2007 (date of inception)
to October 31, 2008 (unaudited)	F-5
Notes to Interim Consolidated Financial Statements	F-6 - F-15

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Interim Consolidated Financial Statements	Page

Review Report of Independent Registered Public Accounting Firm	1

Consolidated Balance Sheets as of April 30, 2009 (unaudited) and July 31, 2008	2

Consolidated Statements of Operations for the three and nine months ended
April 30, 2009 and 2008 and August 2, 2007 (date of inception) to April 30, 2009 (unaudited)	3

Consolidated Statements of Stockholders’ Equity (Deficit) for the nine months
Ended April 30, 2009 and period ended April 30, 2008 (unaudited)	4

Consolidated Statements of Cash Flows for the nine months ended
April 30, 2009 and 2008 and August 2, 2007 (date of inception) to April 30, 2009 (unaudited)	5

Notes to Interim Consolidated Financial Statements	6-15

~~5750~~Table ~~New King St., Suite 200 Troy, MI 48098 Ph: 248.952.5000 Fx: 248.952.5750 www.rehman.com~~of Contents

~~REPORT~~REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~January 29,~~June 18, 2009

Board of Directors and Stockholders

Halberd Corporation and Subsidiary

~~Bingham~~Huntington ~~Farms~~Woods, Michigan

We have reviewed the consolidated balance sheet of Halberd Corporation and Subsidiary, a development stage company (the Company), as of ~~October~~April 3130, ~~2008~~2009, ~~and~~ the related consolidated statements of operations~~, stockholders’~~ ~~deficit and cash flows~~ for the three and nine month periods ended ~~October 31~~April 30, 2009 and 2008, and the ~~period~~related consolidated ~~August~~statements 2,of ~~2007~~stockholders’ equity (~~date~~deficit) ofand ~~inception)~~cash toflows ~~October~~for 31the nine-month periods ended April 30, ~~2007~~2009 and 2008. These consolidated financial statements are the responsibility of the Company’s management.

We conducted our ~~review~~reviews in accordance with the standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards established by the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above in order for them to conform with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Halberd Corporation and Subsidiary as of July 31, 2008, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the period August 2, 2007 through July 31, 2008 (not presented herein); and in our report dated January 2629, 2009, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of July 31, 2008, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Rehmann Robson

Rehmann Robson, P.C.

Troy, Michigan

~~F-1~~Table of Contents

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HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED BALANCE SHEETS


	April 30			July 31,
	2009			2008
	(Unaudited)
ASSETS

Cash and cash equivalents, equal to total current assets	$	6,854		$	1,387

Prepaid expenses		9,500			-

Property and equipment, net		551,940			314,221

Trademarks		19,245			8,770

Deferred income taxes		-			17,330

Total assets	$	587,539		$	341,708

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities
Accounts payable	$	291,989		$	17,959
Accrued expenses		22,542			17,386
Deferred revenue		2,428			1,510
Due to officers		124,890			30,048
Line-of-credit due to stockholder		29,027			10,900
Promissory notes payable		55,000			-
Convertible notes payable		-			300,000

Total liabilities (all current)		525,876			377,803

Stockholders' equity (deficit) (Note 6)
Common stock - $0.001 par value; 120,000,000 shares
authorized, 26,058,000 and 20,002,000 shares issued and
outstanding at April 30, 2009 and July 31, 2008,
respectively		1,505			-
Additional paid-in capital		632,950			-
Deficit accumulated during the development stage		(572,792	)		(36,095	)

Total stockholders' equity (deficit)		61,663			(36,095	)

Total liabilities and stockholders' equity (deficit)	$	587,539		$	341,708

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)
CONSOLIDATED BALANCE SHEETS
ASSETS	October 31,			July 31,
	2008			2008
	(Unaudited)
Cash and cash equivalents (equal to total current assets)	$	3,719		$	1,387
Property and equipment, net		390,930			314,221
Trademarks		9,624			8,770
Deferred income taxes		23,950			17,330
Total assets	$	428,223		$	341,708
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Accounts payable	$	49,975		$	17,959
Accrued expenses		36,939			17,386
Deferred revenue		1,383			1,510
Due to officers		60,048			30,048
Line-of-credit due to stockholder		28,900			10,900
Convertible notes payable		300,000			300,000
Total liabilities (all current)		477,245			377,803
Stockholders' deficit (Note 5)
Common stock - $0.001 par value; 120,000,000 shares
authorized, 20,002,000 shares issued and outstanding		-			-
Deficit accumulated during the development stage		(49,022	)		(36,095	)
Total stockholders' deficit		(49,022	)		(36,095	)
Total liabilities and stockholders' deficit	$	428,223		$	341,708

The accompanying notes are an integral part of these interim consolidated financial statements

~~The accompanying notes are an integral part of these interim consolidated financial statements.~~F1

~~F-2~~Table of Contents

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HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


													Cumulative
													Period From
													August 2, 2007
													(date of inception)
	Three Months Ended April 30						Nine Months Ended April 30						to April 30
	2009			2008			2009			2008			2009

Net sales	$	587		$	1,546		$	5,679		$	1,546		$	12,695

Cost of sales		538			218			1,451			218			2,097

Gross margin		49			1,328			4,228			1,328			10,598

Operating expenses		365,559			157,669			501,349			215,151			545,436

Operating loss		(365,510	)		(156,341	)		(497,121	)		(213,823	)		(534,838	)

Interest income		-			620			-			620			1,253
Interest expense		(6,547	)		(2,380	)		(22,246	)		(10,617	)		(39,207	)

Other expense, net		(6,547	)		(1,760	)		(22,246	)		(9,997	)		(37,954	)

Loss before income taxes		(372,057	)		(158,101	)		(519,367	)		(223,820	)		(572,792	)

Income taxes		-			-			(17,330	)		-			-

Net loss	$	(372,057	)	$	(158,101	)	$	(536,697	)	$	(223,820	)	$	(572,792	)

Basic and diluted loss per common share		*			*			*			*			*

Weighted average number of common
shares outstanding, basic and fully diluted		25,558,000			10,001			22,415,775			10,001			20,080,276

* less than $0.01

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
							Period From
							August 2, 2007
							(date of inception)
	Three Months Ended October 31						to October 31,
	2008			2007			2008
Sales	$	3,827		$	-		$	10,842
Cost of sales		528			-			1,174
Gross margin		3,299			-			9,668
Operating expenses		14,878			16			58,964
Operating loss		(11,579	)		(16	)		(49,296	)
Other income (expense)
Interest income		-			-			1,253
Interest expense		(7,968	)		-			(24,929	)
Other expense, net		(7,968	)		-			(23,676	)
Loss before income tax benefit		(19,547	)		(16	)		(72,972	)
Income tax benefit		6,620			-			23,950
Net loss	$	(12,927	)	$	(16	)	$	(49,022	)

The accompanying notes are an integral part of these interim consolidated financial statements

~~The accompanying notes are an integral part of these interim consolidated financial statements.~~F2

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HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)


					Additional			Deficit Accumulated During the			Total
	Common Stock				Paid-in			Development			Stockholders'
	Shares		Amount		Capital			Stage			Deficit

Balances - August 2, 2007		-	$	-	$	-		$	-		$	-

Common stock issued		10,001		-		-			-			-

Net loss		-		-		-			(223,820	)		(223,820	)

Balances - April 30, 2008		10,001	$	-	$	-		$	(223,820	)	$	(223,820	)


					Additional			Deficit Accumulated During the			Total Stockholders'
	Common Stock				Paid-in			Development			Equity
	Shares		Amount		Capital			Stage			(Deficit)

Balances - August 1, 2008 *		20,002,000	$	-	$	-		$	(36,095	)	$	(36,095	)

Conversion to equity of notes
payable and accrued interest		4,600,000		460		322,540			-			323,000

Private placement during January
2009 at $0.22/share		374,000		37		80,963			-			81,000

Shares issued for consulting
services during January 2009
at $0.25/share		82,000		8		20,492			-			20,500

Shares issued for consulting
services during March 2009
at $0.25/share		1,000,000		1,000		249,000			-			250,000

Direct filing costs associated with		-		-		(40,045	)		-			(40,045	)
registration of common shares

Net loss		-		-		-			(536,697	)		(536,697	)

Balances - April 30, 2009		26,058,000	$	1,505	$	632,950		$	(572,792	)	$	61,663

* As adjusted to reflect recapitalization - Note 1

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)
					Deficit Accumulated			Total
	Common Stock				During the			Stockholders'
	Shares		Amount		Development Stage			Deficit
Balances - August 2, 2007		-	$	-	$	-		$	-
Common stock issued		10,001		-		-			-
Net loss		-		-		(16	)		(16	)
Balances - October 31, 2007		10,001	$	-	$	(16	)	$	(16	)
					Deficit Accumulated			Total
	Common Stock				During the			Stockholders'
	Shares		Amount		Development Stage			Deficit
Balances - August 1, 2008		10,001	$	-	$	(36,095	)	$	(36,095	)
Net loss		-		-		(12,927	)		(12,927	)
Balances - October 31, 2008		10,001	$	-	$	(49,022	)	$	(49,022	)
Balances as adjusted to reflect
recapitalization (Note 1)		20,002,000	$	-	$	(49,022	)	$	(49,022	)

The accompanying notes are an integral part of these interim consolidated financial statements

~~The accompanying notes are an integral part of these interim consolidated financial statements.~~F3

~~F-4~~Table of Contents

Table of Content

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


							Cumulative
							Period From
							August 2, 2007
							(date of inception)
	Nine Months Ended April 30						to April 30
	2009			2008			2009
Cash flows from operating activities
Net loss	$	(536,697	)	$	(223,820	)	$	(572,792	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation		2,135			730			3,558
Deferred income tax valuation allowance		17,330			-			-
Changes in operating assets and liabilities that
provided (used) cash
Prepaid expenses		(9,500	)		(460	)		(9,500	)
Accounts payable and accrued expenses		532,641			9,377			567,986
Deferred revenue		918			-			2,428
Due to officers		94,842			48			124,890
Net cash provided by (used in)
operating activities		101,669			(214,125	)		116,570

Cash flows from investing activities
Trademark costs		(10,475	)		(3,162	)		(19,245	)
Purchases of property and equipment,
including website costs		(239,854	)		(67,537	)		(555,498	)

Net cash used in investing activities		(250,329	)		(70,699	)		(574,743	)

Cash flows from financing activities
Net stockholder line-of-credit borrowings		18,127			-			29,027
Issuance of promissory notes payable		55,000			-			55,000
Issuance of convertible notes payable		-			300,000			300,000
Proceeds from private placement, net of
offering costs of $ 12,500		81,000			-			81,000

Net cash provided by financing activities		154,127			300,000			465,027

Net increase in cash and cash equivalents		5,467			15,176			6,854

Cash and cash equivalents - beginning of period		1,387			-			-

Cash and cash equivalents - end of period	$	6,854		$	15,176		$	6,854

Supplemental disclosures of noncash financing activities:

Issuance of 1,082,000 shares of common stock in
exchange for consulting services	$	270,500		$	-		$	270,500

Conversion of notes payable to common stock	$	323,000		$	-		$	323,000

Direct filing costs associated with
registration of common shares	$	(40,045	)	$	-		$	(40,045	)

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
							Period From
							August 2, 2007
							(date of inception)
	Three Months Ended October 31						to October 31,
	2008			2007			2008
Cash flows from operating activities
Net loss	$	(12,927	)	$	(16	)	$	(49,022	)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation		712			-			2,135
Deferred income tax benefit		(6,620	)		-			(23,950	)
Changes in operating assets and liabilities that
provided (used) cash
Accounts payable and accrued expenses		51,569			-			86,914
Deferred revenue		(127	)		-			1,383
Due to officers		30,000			48			60,048
Net cash provided by operating activities		62,607			32			77,508
Cash flows from investing activities
Trademark costs		(854	)		-			(9,624	)
Purchases of property and equipment,
including website costs		(77,421	)		-			(393,065	)
Net cash used in investing activities		(78,275	)		-			(402,689	)
Cash flows from financing activities
Proceeds from issuance of convertible notes		-			-			300,000
Proceeds from stockholder line-of-credit		18,000			-			28,900
Net cash provided by financing activities		18,000			-			328,900
Net increase in cash and cash equivalents		2,332			32			3,719
Cash and cash equivalents - beginning of period		1,387			-			-
Cash and cash equivalents - end of period	$	3,719		$	32		$	3,719

The accompanying notes are an integral part of these interim consolidated financial statements

~~The accompanying notes are an integral part of these interim consolidated financial statements.~~F4

~~F-5~~Table of Contents

Table of Content

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1.	BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Halberd Corporation and its wholly owned subsidiary Sellmybusinessnow.com, Inc. All intercompany balances and transactions have been eliminated in consolidation.

Organization, Nature of Business (including development stage), and Basis of Presentation

Sellmybusinessnow.com, Inc., is a development stage company that was incorporated under the laws of the state of Michigan on August 2, 2007. The Company began operating under the name “Sellmybusiness.com®” on December 3, 2007. To date, the Company’s activities have been limited to raising capital, obtaining financing, constructing its website and administrative functions. ~~The Company has ten stockholders, eight of which have also entered into convertible debt agreements with the Company (Note 4).~~ Sellmybusiness.com® intends to provide a single web portal for interested parties to find, buy and sell businesses, real estate and equipment and all the related services needed to support the transaction, including financing, incorporation, professional help and additional business resources. Sellmybusiness.com® intends to support businesses of all sizes and types, including start-ups, well-established companies, home-based businesses, closely-held companies, multinational public corporations and franchises. Sellmybusiness.com®’s real estate listing ~~service~~ service will assist business people to buy, sell, lease or sublease commercial land and property. Sellmybusiness.com®’s equipment listing ~~service~~ service will provide a portal to buy, sell or lease excess inventory, capital equipment, raw materials, vehicles, aircraft, ships and rail equipment.

On January 26, 2009, Halberd Corporation, a Nevada corporation, was formed by Sellmybusinessnow.com, Inc.’s founders in conjunction with a legal reorganization of the Company. Halberd Corporation is structured to act as the parent company of Sellmybusinessnow.com, Inc. As part of this action, and effective on January 28, 2009, all of the issued and outstanding shares of Sellmybusinessnow.com, Inc. common stock were exchanged on a 2,000-to-1 basis for Halberd Corporation common stock. As a result, the accompanying consolidated financial statements reflect this reorganization and are presented on a consolidated basis and are labeled as those of the parent company. Halberd Corporation and Subsidiary are collectively referred to as the “Company”.

The Company has adopted a fiscal year end of July 31.

~~F-6~~F5

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Basis of Accounting

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) for interim financial information. In the opinion of management, all ~~adjustments~~ adjustments considered necessary for a fair presentation have been included. The results of operations for the ~~three~~nine months ended ~~October 31~~April 30, ~~2008~~2009 are not necessarily indicative of the results that may be expected for the year ended July 31, 2009.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company has determined that it does not have any separately reportable business segments at ~~October~~April 3130, ~~2008~~2009.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and demand deposits in banks. The Company considers all highly liquid investments purchased with original maturities of six months or less to be cash equivalents.

Revenue Recognition

The Company utilizes the guidance in Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, to recognize revenue. Under SAB No. 104, revenue is recognized only when persuasive evidence of an agreement exists, delivery of the service has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Payments received in advance of services being rendered are recorded as deferred revenue and recognized on a straight-line basis over the service period.

~~F-7~~F6

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

As the Company is in the development stage, it has generated limited revenues during the period ended ~~October~~April 3130, ~~2008~~2009. ~~However,~~Management ~~management~~ believes the Company will principally derive its future revenue from customers that pay fees via credit card through the web site for a suite of services to market and search for commercial real estate and operating businesses. These services include a premium membership that provides the customer unlimited access to listings, maximized exposure for their listings, along with enhanced services to ~~market~~ market their listings.

Management also anticipates the Company will earn revenue from other sources including advertising revenues, which will be recognized ratably over the period in which the advertisement is displayed on the web site, provided that no significant obligations remain and collection of the resulting receivable is probable. Advertising rates are dependent on the services provided and the placement of the advertisements.

Property and Equipment (including web site costs)

Costs incurred to develop the Company’s web site, Sellmybusiness.com®, are capitalized or expensed, as applicable, in accordance with the ~~American~~Financial ~~Institute~~Accounting ofStandards ~~Certified Public Accountants~~Board’s Emerging Issues Task Force ~~EITF~~Issue 00-2, Accounting for Web Site ~~Development~~ Development Costs (EITF 00-2), which addresses whether certain development costs should be capitalized or expensed. Exhibit 00-2A of EITF 00-2 breaks potential web site development costs into 34 distinct potential activities, among four stages: Planning; Web Site Application and Infrastructure Development; Graphics and Content Development; and Operating. Management analyzes the nature of costs incurred relative to these stages and either capitalizes or expenses the related costs in accordance with EITF 00-2. Because the Company’s current web site development costs incurred relate principally to development and testing, the Company is generally capitalizing these costs.

Management periodically reviews these assets to determine whether carrying values have been impaired.

Depreciation and Amortization

Depreciation on equipment is computed using the straight-line method over the estimated useful lives of the related assets which range from three to seven years. Amortization of web site costs did not commence during the period ended ~~October~~April 3130, ~~2008~~2009 since the final operating version of the site was not completed as of that date.

Trademark Costs

The Company has capitalized costs to obtain trademarks registered for its three service marks Sellmybusiness.com®, Business Vault®, and Business Watch®. Such costs principally relate to legal fees incurred. These intangible assets have been determined to have a life of 15 years and the Company will begin amortizing them when full website operations begin (scheduled for ~~April~~July 2009).

~~F-8~~F7

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred income taxes relate principally to the Company’s net operating loss carry forward.

Concentration Risks

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and when they exist, trade accounts receivable. Cash and cash equivalents are deposited with high credit quality financial institutions. The Company’s revenue and accounts receivable are primarily derived from credit card transactions with subscribers and are typically settled within two to three business days.

Fair Value of Financial Instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, are carried at cost, which approximates their fair value because of the short-term maturity of these instruments.

Net Income (loss) Per Share

Net income (loss) per share is calculated under the provisions of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. “Diluted” reflects the potential dilution of all common stock equivalents except in cases where the effect would be anti-dilutive. Common stock equivalents of 4,508,000 were excluded from net loss per diluted share for all prior periods presented as this effect would have been anti-dilutive. These common stock equivalents were converted to common stock during January 2009 and as such are reflected in weighted average common shares outstanding for the periods ended April 30, 2009.

~~F-9~~F8

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

~~On August~~In 1April 2009, ~~2008,~~ the ~~Company~~Financial ~~adopted~~Accounting ~~SFAS~~Standards ~~No.~~Board ~~157, “Fair Value Measurements,”~~ (~~SFAS 157~~FASB), ~~which~~issued ~~defines~~three related ~~fair~~Staff ~~value,~~Positions ~~establishes~~(FSP): ~~a framework for measuring fair value under~~(i) ~~accounting~~FSP ~~principles generally accepted in the United States~~157-4, ~~and~~“Determining ~~enhances~~Fair ~~disclosures~~Value ~~about~~When ~~fair~~the ~~value~~Volume ~~measurements.~~and ~~The~~Level ~~Company~~of ~~elected~~Activity tofor ~~delay~~ the ~~application~~Asset ofor ~~SFAS~~Liability ~~157~~have toSignificantly ~~nonfinancial~~Decreased ~~assets~~ and ~~nonfinancial~~Identifying ~~liabilities,~~Transactions asThat ~~allowed~~Are byNot ~~FASB~~Orderly”, ~~Staff~~(ii) ~~Position~~FSP Statement of Financial Accounting Standard (~~FSP~~SFAS) ~~SFAS 157~~115-2. ~~FSP~~and SFAS ~~157~~ 124-32, “Recognition and ~~clarifies~~Presentation ~~the application~~ of ~~SFAS~~Other-Than-Temporary ~~157~~Impairments”, and in(iii) ~~a market that is not active.~~ FSP SFAS ~~157~~107-1 ~~(as~~and ~~amended)~~Accounting ~~applies~~Principles ~~whenever~~Board ~~other standards require~~ (~~or permit~~APB) ~~assets~~28-1, or“Interim ~~liabilities~~Disclosures toabout beFair Value ~~measured~~of atFinancial ~~fair value and~~Instruments”, ~~therefore,~~each ~~does not expand the use~~ of ~~fair~~which ~~value~~will inbe ~~any~~effective ~~new circumstances.~~for ~~Fair~~interim ~~value~~and isannual ~~defined~~periods asending ~~the~~after ~~exchange~~June 15, ~~price~~2009. ~~that~~FSP ~~would~~157-4 ~~be received to sell an~~provides ~~asset~~guidance oron ~~paid~~how to ~~transfer~~determine ~~a liability in~~ the ~~principal~~fair orvalue ~~most~~of ~~advantageous market~~assets ~~for~~and ~~the~~liabilities ~~asset~~under orSFAS 157 ~~liability~~Fair inValue ~~an orderly transaction (i.e.~~Measurements, ~~not~~in athe ~~forced transaction,~~current ~~such~~economic asenvironment ~~a liquidation or distressed sale) between market~~and ~~participants~~reemphasizes atthat the ~~measurement~~objective ~~date.~~of ~~SFAS~~a ~~157 (as amended) clarifies that~~ fair value ~~should~~measurement beremains ~~based on~~ the determination ~~assumptions~~of ~~market~~an ~~participants~~exit ~~would~~price. ~~use~~FSP ~~when pricing~~SFAS an115-2 ~~asset or liability~~ and ~~establishes~~SFAS a124-2 ~~fair~~modify ~~value hierarchy that~~the ~~prioritizes~~requirements ~~the~~for ~~information~~recognizing ~~used~~other-than-temporarily toimpaired ~~develop~~debt ~~those~~securities ~~assumptions. The fair value~~and ~~hierarchy~~revise ~~gives~~ the ~~highest~~existing ~~priority~~impairment tomodel ~~quoted~~for ~~prices~~such insecurities ~~active~~by ~~markets~~modifying ~~and~~ the ~~lowest~~current ~~priority~~intent toand ~~unobservable~~ability ~~data.~~indicator ~~SFAS~~in ~~157~~determining ~~(as~~whether ~~amended)~~a ~~requires~~debt ~~fair~~security ~~value~~is ~~measurements~~other-than-temporarily ~~to be separately disclosed by level within the fair value hierarchy~~impaired. ~~For~~FSP ~~assets~~SFAS 107 and ~~liabilities~~APB ~~recorded~~28-1 atenhance ~~fair value, it is~~ the ~~Company’s~~disclosure ~~policy~~of toinstruments ~~maximize~~under the ~~use~~scope of ~~observable~~SFAS ~~inputs~~157 ~~and~~for ~~minimize~~both ~~the~~interim ~~use~~and ofannual ~~unobservable inputs when developing fair value measurements for those items for which there is an active market~~periods. InWe ~~cases~~are ~~where~~currently ~~the~~evaluating ~~market for a financial asset or liability is not active,~~ the ~~Company~~potential ~~includes~~impact ~~appropriate~~of ~~risk adjustments~~these ~~that market participants would make for nonperformance and liquidity~~Staff ~~risks when developing fair value measurements~~Positions.

~~Fair~~In ~~value~~December ~~measurements~~2007, ~~for~~the ~~assets~~FASB ~~and~~issued ~~liabilities~~SFAS ~~where~~No. ~~there~~141 ~~exists~~(revised ~~limited~~2007), or“Business ~~no observable market data and~~Combinations,” ~~therefore~~(SFAS 141(R)), ~~are~~which ~~based~~replaces ~~primarily~~SFAS ~~upon~~141. ~~estimates,~~SFAS ~~are often~~141(R) ~~calculated~~establishes ~~based~~principles onand requirements ~~the~~for ~~economic~~recognition and ~~competitive~~measurement ~~environment~~of assets, ~~the characteristics~~liabilities ofand ~~the~~any non-controlling ~~asset~~interest oracquired ~~liability~~due ~~and~~to ~~other~~a ~~factors~~business combination. ~~Therefore,~~Under ~~the~~SFAS ~~results~~141(R) ~~cannot~~the beentity ~~determined~~that ~~with~~acquires ~~precision~~the ~~and~~business (whether in a full or partial acquisition) may ~~not~~recognize beonly ~~realized~~the inassets anacquired, ~~actual~~the liabilities assumed, ~~sale~~and orany ~~immediate~~non-controlling ~~settlement~~interest ofin the ~~asset~~acquiree orat ~~liability.~~the ~~Additionally~~acquisition date, measured ~~there~~at ~~may be~~fair ~~inherent~~value. ~~weaknesses~~SFAS in141(R) ~~any~~requires ~~calculation~~the ~~technique,~~acquirer ~~and~~to ~~changes~~recognize ingoodwill as of the ~~underlying~~ ~~assumptions~~acquisition ~~used~~date, ~~including~~measured ~~discount~~as ~~rates~~a residual. Under SFAS 141(R), acquisition-related transaction and ~~estimates~~restructuring ofcosts ~~future~~will be expensed as ~~cash~~incurred ~~flows,~~rather ~~could~~than ~~significantly~~treated ~~affect~~as part of the ~~results~~acquisition ofcost ~~current~~and orincluded ~~future~~in ~~values.~~the ~~The~~amount ~~initial~~recorded ~~adoption~~for ofassets acquired. SFAS ~~No.~~141(R) ~~157~~is ~~did~~effective ~~not~~for ~~have~~fiscal ~~any~~years beginning ~~impact~~after onDecember 15, 2008. Accordingly, the Company’s will apply the ~~financial~~provisions ~~position~~of orSFAS ~~operations~~141(R) for acquisitions completed after July 31, 2009.

~~Effective~~In ~~August 1~~April 2009, ~~2008,~~ the ~~Company~~FASB ~~adopted~~issued ~~SFAS~~FSP No. ~~159~~ 141R-1, ~~"The~~“Accounting ~~Fair Value Option~~ for ~~Financial~~ Assets ~~and~~Acquired ~~Financial~~ and Liabilities, ~~including~~Assumed anin ~~amendment~~a ofBusiness ~~FASB~~Combination ~~Statement~~That ~~No.~~Arise from ~~115"~~Contingencies”. ~~(SFAS~~FSP ~~159),~~141R-1 ~~which~~amends isthe ~~effective~~provisions ~~for~~in ~~fiscal~~FASB ~~years~~Statement ~~beginning after~~141R ~~November~~for ~~15,~~the ~~2007.~~initial ~~SFAS~~recognition ~~159~~and ~~provides~~measurement, ~~companies~~subsequent ~~with~~measurement anand accounting, ~~option~~and todisclosures ~~report~~for ~~selected financial~~ assets and liabilities atarising ~~fair value. The objective of SFAS 159 is to~~from ~~reduce~~contingencies ~~both complexity~~ in ~~accounting~~business ~~for~~combinations. ~~financial~~FSP ~~instruments~~141R-1 ~~and~~eliminates the distinction ~~volatility~~between incontractual ~~earnings~~and ~~caused~~non-contractual bycontingencies, ~~measuring~~including ~~related~~the ~~assets~~initial recognition and ~~liabilities differently.~~measurement ~~SFAS~~criteria ~~159~~in ~~also~~Statement ~~establishes~~141R ~~presentation~~ and ~~disclosure~~instead ~~requirements~~carries ~~designed~~forward tomost ~~facilitate~~of ~~comparisons~~the ~~between~~provisions ~~companies~~in ~~that~~SFAS ~~choose~~141 ~~different measurement attributes~~ for ~~similar~~acquired ~~types of assets and liabilities~~contingencies. ~~It also~~FSP ~~requires~~141R-1 ~~entities~~is toeffective ~~display~~for ~~the~~contingent ~~fair~~assets ~~value~~and ofcontingent ~~those~~liabilities ~~assets~~acquired ~~and~~in business ~~liabilities~~combinations for which the ~~company~~acquisition ~~has~~date ~~chosen~~is toon ~~use~~or ~~fair~~after ~~value on~~ the beginning ~~face~~ of the ~~balance~~first ~~sheet. SFAS~~annual ~~159~~reporting ~~does~~period ~~not~~beginning ~~eliminate~~on ~~disclosure~~or ~~requirements included in other accounting~~after ~~standards~~December 15, ~~including requirements for disclosures about fair value measurements included in SFAS 157 and SFAS No~~2008. ~~107,~~We ~~"Disclosures~~expect ~~about~~that ~~Fair~~FSP ~~Value of Financial Instruments." At August~~ 141R-1, ~~2008~~will ~~the Company decided~~ not tohave ~~elect~~an ~~the~~impact ~~fair~~on ~~value~~our consolidated ~~option for any~~ financial ~~assets~~statements ~~or liabilities~~at ~~under~~this ~~the scope of SFAS 159~~time.

~~F-10~~F9

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In December 2007, the FASB issued SFAS No. 141(revised 2007), “Business Combinations,” (SFAS 141(R)), which replaces SFAS 141. SFAS 141(R) establishes principles and requirements for recognition and measurement of assets, liabilities and any non-controlling interest acquired due to a business combination. Under SFAS 141(R) the entity that acquires the business (whether in a full or partial acquisition) may recognize only the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at fair value. SFAS 141(R) requires the acquirer to recognize goodwill as of the acquisition date, measured as a residual. Under SFAS 141(R), acquisition-related transaction and restructuring costs will be expensed as incurred rather than treated as part of the acquisition cost and included in the amount recorded for assets acquired. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. Accordingly, the Company will apply the provisions of SFAS 141(R) for acquisitions completed after July 31, 2009.

In April 2008, the FASB issued FASB Staff Position, No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), “Business Combinations,” and other U.S. generally accepted accounting principles. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years and early adoption is prohibited. Accordingly, this FSP is effective for the Company on August 1, 2009. The Company does not believe the adoption of FSP 142-3 will have a material impact on its financial position, results of operations or cash flows.

FOther recent accounting standards that have been issued or proposed by the FASB or other standards-11setting bodies are not expected to apply to the Company or to have a material impact on the Company’s reported results of operations on a per share basis.

~~Table~~2. ofPROPERTY ~~Content~~AND EQUIPMENT

Property and equipment consists of the following assets at:

	April 30,		July 31,
	2009		2008

Web site costs	$	542,123	$	302,269
Phone system		8,464		8,464
Computer equipment		4,911		4,911

Total		555,498		315,644
Less accumulated depreciation		3,558		1,423

Property and equipment, net	$	551,940	$	314,221

F10

Table of Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” (FSP EITF 03-6-1). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and should be included in the calculation of basic earnings per share using the two-class method prescribed by SFAS 128, “Earnings Per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. All prior period earnings per share amounts presented are required to be adjusted retrospectively. Accordingly, the Company will adopt the provisions of FSP EITF 03-6-1 on February 1, 2009. The Company does not expect the adoption of the provisions of FSP EITF 03-6-1 to have a material effect on the Company’s financial condition and results of operations.

Other recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to apply to the Company or have a material impact on the Company’s reported results of operations on a per share basis.

2. PROPERTY AND EQUIPMENT

Property and equipment consists of the following assets at:

	October 31,		July 31,
	2008		2008
Web site costs	$	379,690	$	302,269
Phone system		8,464		8,464
Computer equipment		4,911		4,911
Total		393,065		315,644
Less accumulated depreciation		2,135		1,423
Property and equipment, net	$	390,930	$	314,221

3. RELATED PARTY TRANSACTIONS (including debt and leases)

The Company’s majority stockholder has provided a $75,000 revolving line of credit to the Company. Outstanding advances bear interest at 10% per annum, and any such advances are due May 1, ~~2009~~2010. A total of $2829,~~900~~027 and $10,900 was outstanding as of ~~October~~April 3130, ~~2008~~2009 and July 31, 2008, respectively. Interest of $~~628~~2,118 and $160 on such advances is ~~included~~ included with accrued expenses in the accompanying balance sheet at ~~October~~April 3130, 2009 ~~2008~~ and July 31, ~~2007~~2008, respectively.

~~F-12~~The Company incurred rent expense of $3,100 for the initial period ended July 31, 2008 under a month to month lease with an entity in which the Company’s majority stockholder is an owner. Beginning October 1, 2008, the Company began leasing space from the majority stockholder for $1,500 per month on a month to month basis. Rent expense under these agreements for the nine months ended April 30, 2009 and April 30, 2008 was $13,500 and $6,000, respectively.

~~Table~~The Company leases its domain name from an entity owned by its majority stockholder. Rent expense for the nine months ended April 30, 2009 and 2008 were $287 and $77, respectively. The related liabilities are included in accrued expenses at April 30, 2009 and 2008. The monthly rent for use of ~~Content~~the domain name is 5% of revenues.

The Company accrues $5,000 a month for services provided by its majority and a minority stockholder. Such amounts are included in the accompanying balance sheet under “Due to Officers”, as well as a miscellaneous amount of $48 due to the majority stockholder. The balance due to officers as of April 30, 2009 and July 31, 2008 are $124,890 and $30,048, respectively.

During the current year the Company entered into a services agreement with a shareholder for consulting services under which the Company is required to pay $7,500 a month. Related expense for the nine months ended April 30, 2009 is $37,500.

4. PROMISSORY NOTES PAYABLE

In April 2009, the Company issued promissory notes totaling $55,000 to five stockholders. The notes were due two months after issuance at the principal amount plus 25% of the loan. The maturity of these notes has been extended to August 2009 at the rate of $500 per $10,000 in loan principal outstanding.

F11

Table of Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~The Company incurred rent expense of $3,100 for the initial period ended July 31, 2008 under a month to month lease with an entity in which the Company’s majority stockholder is an owner~~5. ~~Beginning October 1, 2008, the Company began leasing~~ CONVERTIBLE space from the majority stockholder for $1,500 per month on a month to month basis. Rent expense under this agreement for the three months ended October 31, 2008 was $1,500. There was no rent expense for the three months ended October 31, 2007.DEBT

~~The~~On January 1, 2008, the Company ~~leases~~issued ~~its~~convertible ~~domain~~promissory ~~name~~notes ~~from~~totaling an$300,000 ~~entity~~to ~~owned~~eight bystockholders, ~~its~~who ~~majority~~own ~~stockholder~~a combined 15% of the Company’s common stock. ~~Rent~~The ~~expense~~notes ~~for~~bore interest at 10% per annum and were due on the ~~three~~earlier ~~months~~of ~~ended~~the ~~October~~Company ~~31,~~registering ~~2008~~any ~~and~~of ~~2007~~its ~~were~~securities ~~$185~~under ~~and~~the ~~$-0-~~Securities Act of 1933, ~~respectively. The~~or ~~related~~eighteen ~~liability~~months isafter ~~included~~the indate ~~accrued~~of ~~expenses~~the atnote ~~October~~(April ~~31,~~through July ~~2008~~2009). ~~The~~In ~~monthly~~addition, ~~rent~~each ~~for~~of ~~use~~the note holders could convert the entire outstanding amount of their note including accrued interest into shares of the Company’s ~~domain~~common ~~name~~stock isat 5%any time up to the maturity date of the respective ~~revenues~~note.

~~The~~During ~~Company~~January ~~has accrued $5~~2009,~~000~~ aall ~~month~~of ~~for~~the ~~services~~convertible ~~provided~~debt bywas ~~its~~converted ~~majority~~to ~~and~~equity, aresulting in ~~minority~~the ~~stockholder. Such~~issuance ~~amounts~~of ~~are~~4,508,000 ~~included~~shares inof the ~~accompanying balance~~Company’s ~~sheet~~common ~~under~~stock. Related accrued ~~“Due~~interest toof ~~Officers”~~$23,000 ason ~~well~~these asloans awas ~~miscellaneous~~also ~~amount~~converted ofto ~~$48~~equity, ~~due~~resulting toin the ~~majority~~issuance ~~stockholder. The~~of ~~balance~~92,000 ~~due~~shares toof ~~officers~~the asCompany’s ofcommon ~~October~~stock. All ~~31,~~shares ~~2008~~in ~~and~~this ~~July~~note ~~31,~~have ~~2008~~been ~~are~~adjusted ~~$60,048~~to ~~and~~reflect ~~$30,048,~~the ~~respectively~~exchange discussed in Note 1.

46. ~~CONVERTIBLE DEBT~~ CAPITAL STOCK

OnThe ~~January~~Company’s 1,initial ~~2008,~~common ~~the~~shares ~~Company~~ issued ~~convertible~~to ~~promissory~~its ~~notes~~two ~~totaling $300,000~~founders toand eight ~~stockholders,~~initial investors ~~who~~were ~~own~~issued afor ~~combined~~no ~~15%~~consideration ofand ~~the~~are ~~Company’s~~thus ~~common stock. The~~carried ~~notes bear interest~~ at ~~10%~~a ~~per~~value ~~annum and are due on the~~of ~~earlier~~zero ofin the ~~Company~~accompanying ~~registering~~balance ~~any~~sheet ofas ~~its~~no ~~securities~~services ~~under~~were ~~the~~performed ~~Securities~~or were ~~Act~~required ofto ~~1933,~~be orperformed ~~eighteen~~in ~~months~~order ~~after~~for ~~the~~any ~~date~~ of the ~~note~~original ~~(April~~investors ~~through~~to ~~July~~obtain ~~2009)~~their shares. InManagement ~~addition,~~determined ~~each of~~ the ~~note~~fair ~~holders~~value ~~may~~of ~~convert~~ the ~~entire~~initial ~~outstanding~~shares ~~principal~~to ~~amount~~be ofzero ~~their~~given ~~note into shares of~~ the ~~Company’s common stock at any time~~ start-up tonature ~~the maturity date~~ of the ~~respective~~business ~~note. If all~~which ~~holders~~included a lack of ~~these~~operational ~~notes exercised the conversion option~~history, ~~the~~lack ~~Company~~of ~~would~~share ~~be required~~liquidity toand ~~issue~~lack anof ~~additional 4,508,000 shares (shares reflect exchange~~corporate ~~discussed~~financing infor ~~Note~~operations 1)at ~~(See~~the ~~Note~~time 9)of issuance.

~~Interest~~The ~~expense~~Company onhas ~~these~~authorized ~~notes~~10,000,000 ~~was~~shares of preferred stock at a par value of $~~7,500~~0.001. No ~~for~~preferred ~~the~~shares ~~period~~are ~~ended~~issued ~~October~~or outstanding as of January 31, ~~2008~~2009. Any preferences, ~~which~~rights, voting powers, restrictions, isdividend ~~included~~limitations, ~~with~~qualifications, ~~accrued~~and ~~expenses~~terms inand ~~the~~conditions ~~accompanying~~of ~~balance~~redemption ~~sheet~~shall be set forth and adopted by a board of directors’ resolution prior to the issuance of any series of preferred stock.

5During January 2009, the Company issued a private placement memorandum (“PPM”) to increase the number of shareholders to a minimum of 35. The ~~CAPITAL~~PPM resulted ~~STOCK~~in the Company issuing 374,000 shares of common stock to 32 additional stockholders in exchange for cash consideration of $93,500. The offering costs of $12,500 were offset against the proceeds. In addition, during January 2009 seven vendors were owed a total of $20,500 as of December 31, 2008 were issued 82,000 shares of common stock in settlement of amounts owed to them.

The Company’s initial common shares issued to its two founders (65% and 20% of the outstanding shares, respectively) and eight initial investors (15% of outstanding shares, all of whom also hold convertible debt (see Note 4), were issued for no consideration and are thus carried at a value of zero in the accompanying balance sheet as no services were performed or were required to be performed in order for any of the original investors to obtain their shares. Management determined the fair value of the initial shares to be zero given the start-up nature of the business which included a lack of operational history, lack of share liquidity and lack of corporate financing for operations at the time of issuance.F12

~~F-13~~Table of Contents

Table of Content

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~The~~During ~~Company~~March ~~has~~2009, ~~authorized~~the 10Company issued 1,000,000 shares of ~~preferred~~common stock atto a ~~par value of~~consultant ~~$0.001. No~~(and ~~preferred~~related ~~shares~~party) ~~are~~for ~~issued~~organizational orservices ~~outstanding as of October 31, 2008~~rendered. ~~Any~~The ~~preferences,~~shares were ~~rights,~~valued ~~voting~~at ~~powers~~$250,000 ~~restrictions, dividend limitations, qualifications,~~ and ~~terms~~the ~~and~~related ~~conditions~~expense ofwas ~~redemption shall~~recognized beas ~~set~~an ~~forth and adopted by a board of directors’ resolution prior to~~operating ~~issuance~~expense ofduring ~~any~~the ~~series~~quarter ofended ~~preferred~~April ~~stock.~~30, 2009

6As detailed in our S-1/A registration statement filed April 14, 2009, 656,000 common shares held by 48 existing shareholders were registered for resale. No ~~INCOME~~additional ~~TAXES~~capital was raised as a result of this registration.

~~The~~During ~~Company~~April ~~establishes~~2009 ~~valuation~~the ~~allowances~~Company inentered ~~accordance~~into ~~with~~an ~~the~~equity ~~provisions~~line of ~~SFAS~~ ~~No.~~credit ~~109,~~agreement ~~Accounting for~~which ~~Income~~allows ~~Taxes.~~the ~~The~~ Company ~~continually~~to ~~reviews~~sell ~~realizability~~up to $25,000,000 of ~~deferred tax~~the ~~assets~~Company’s ~~and~~common ~~recognizes~~stock ~~these~~over the ~~benefits~~course ~~only~~of as48 ~~reassessment~~months ~~indicates~~at ~~that~~93% ~~it is~~of ~~more~~the ~~likely~~market ~~than~~price. As ~~not~~of ~~that~~April 30, 2009 no such ~~tax~~sales ~~benefits~~have ~~will~~been beentered ~~realized~~into under the agreement.

As7. ~~of October~~INCOME 31, 2008, the Company has a net operating loss carry forward for federal income tax purposes of approximately $67,300, which expires in 2023, available to reduce federal taxable income of future periods.TAXES

~~Deferred~~The ~~income~~Company ~~taxes~~establishes ~~reflect~~valuation ~~the~~allowances ~~net~~in ~~tax~~accordance ~~effects~~with ~~of temporary differences between~~ the ~~carrying~~ ~~amounts~~provisions of SFAS ~~assets~~No. ~~and~~109, ~~liabilities~~Accounting for ~~financial reporting purposes and~~ ~~the~~Income ~~amounts used for income tax purposes~~Taxes. The ~~Significant~~Company ~~components~~continually ofreviews the ~~Company’s~~realizability of deferred ~~income~~ tax ~~liabilities~~assets and ~~assets~~recognizes ~~are~~these ~~summarized~~benefits asonly ~~follows~~ as reassessment ofindicates ~~October~~that 31it ~~2008~~is ~~and~~more ~~July~~likely ~~31,~~than ~~2008:~~not that such tax benefits will be realized.

	October 31,			July 31,
	2008			2008
Deferred tax assets:
Net operating loss carry forward	$	67,300		$	48,500
Depreciation and other		3,100			2,400
Total deferred tax assets		70,400			50,900
Expected tax rate		34	%		34	%
Net deferred income tax assets	$	23,950		$	17,330

As of April 30, 2009, the Company has a net operating loss carry forward for federal income tax purposes of approximately $577,678, which expires through 2023, available to reduce federal taxable income, if any, of future periods.

~~F-14~~Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets, liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income tax liabilities and assets are summarized as follows as of April 30, 2009 and July 31, 2008:

~~Table of Content~~F13

Table of Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The income tax benefit for the period ended October 31, 2008 consists entirely of a deferred benefit. No valuation allowance has been recorded on the deferred tax assets due to management’s estimates of future taxable income, beginning in 2010. Management believes that it is more likely than not that the deferred tax assets will be realized in full based on comparisons of profitability with similar enterprises, the high margin nature of the business and the Company’s anticipated ability to raise sufficient capital to drive awareness of the site through advertising.

	April 30,			July 31,
	2009			2008
Deferred tax assets:
Net operating loss carry forward	$	577,678		$	48,500
Depreciation and other		5,758			2,400

Total deferred tax assets		583,436			50,900

Expected tax rate		34	%		34	%

Gross deferred income tax assets	$	198,368		$	17,330

Less valuation allowance		-198,368			-

Net deferred income tax asset	$	-		$	17,330

~~Effective January~~At 1April 30, ~~2008~~2009, the ~~state~~Company ofdid ~~Michigan~~not ~~enacted~~recognize ~~the~~any ~~Michigan~~current ~~Business~~or ~~Tax~~deferred ~~Act (“MBTA”),~~federal ~~replacing~~or ~~the~~state income ~~Michigan single business~~ tax ~~with~~benefit abecause ~~business~~it ~~income~~has ~~tax and~~sustained ~~modified~~operating ~~gross~~losses ~~receipts tax~~since inception. The ~~enactment~~Company ofhas ~~the~~provided ~~MBTA does not have~~ a ~~material~~full ~~impact~~valuation allowance on the deferred ~~consolidated~~tax ~~financial~~asset, ~~statements~~consisting primarily of ~~the~~net ~~Company~~operating loss carry forwards, asbecause of ~~October~~uncertainty ~~31,~~regarding ~~2008~~its realizability.

Effective January 1, 2008, the state of Michigan enacted the Michigan Business Tax Act (“MBTA”), replacing the Michigan single business tax with a business income tax and modified gross receipts tax. The enactment of the MBTA does not have a material impact on the consolidated financial statements of the Company to date.

7.	OPERATING LEASE

The Company utilizes the services of a third party that houses and maintains its web site server. Such services are provided under a month to month lease for $650 per month.

8. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share for the period ended October 31, 2008:

Numerator:
Net loss	$	(12,927	)
Denominator
Weighted average common shares-basic and diluted		20,002,000
Net loss per share
Basic	$	0.00
Diluted	$	0.00
Common stock equivalents excluded from net loss per
diluted share because their effect would have been
anti-dilutive		4,508,000

9. SUBSEQUENT EVENTS

The Company is preparing to become a publicly traded company and intends to file a Form S-1 Registration Statement with the Securities and Exchange Commission in Spring 2009. In connection with this process, the Company issued a private placement memorandum ("PPM") to increase the number of shareholders to a minimum of 35. The PPM resulted in the Company issuing 374,000 shares of common stock to 32 additional stockholders in exchange for cash consideration of $93,500 in January 2009. Seven vendors who were owed a total of $20,500 as of December 31, 2008 were issued 82,000 shares of stock in settlement of amounts owed to them.

During January 2009, all of the convertible debt was converted to equity, resulting in the issuance of 4,508,000 shares of the Company’s common stock. Related accrued interest of $23,000 on these loans was also converted to equity, resulting in the issuance of 92,000 shares of the Company’s common stock. All shares in this note have been adjusted to reflect the exchange discussed in Note 1.

* * * * *

~~F-15~~F14

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

Bingham Farms, Michigan

CONSOLIDATED FINANCIAL STATEMENTS

For the Period

August 2, 2007 (date of inception)

to July 31, 2008

Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

Bingham Farms, Michigan

CONSOLIDATED FINANCIAL STATEMENTS

For the Period

August 2, 2007 (date of inception)

to July 31, 2008

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY

(a development stage company)

TABLE OF CONTENTS

	Page



Report of Independent Registered Public Accounting Firm	F-1

Consolidated Financial Statements
August 2, 2007 (date of inception) to July 31, 2008

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statements of Stockholders’ Deficit	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Interim Consolidated Financial Statements	F-6 - F-16

* * * * *

Table of ~~Content~~ Contents

5750 New King St., Suite 200 Troy, MI 48098 Ph: 248.952.5000 Fx: 248.952.5750 www.rehman.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

January 26, 2009

Board of Directors and Stockholders

Halberd Corporation and Subsidiary

Bingham Farms, Michigan

We have audited the accompanying consolidated balance sheet of Halberd Corporation and Subsidiary, (a development stage company), (“the Company”) as of July 31, 2008, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the period August 2, 2007 (date of inception) to July 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Halberd Corporation and Subsidiary as of July 31, 2008, and the results of their consolidated operations and their cash flows for the period August 2, 2007 (date of inception) to July 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/ Rehmann Robson

Rehmann Robson, P.C.

Troy, Michigan

F-1

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED BALANCE SHEET

JULY 31, 2008


ASSETS

Cash and cash equivalents (equal to total current assets)	$	1,387

Property and equipment, net		314,221

Trademarks		8,770

Deferred income taxes		17,330

Total assets	$	341,708

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
Accounts payable	$	17,959
Accrued expenses		17,386
Deferred revenue		1,510
Due to officers		30,048
Line of credit due to stockholder		10,900
Convertible notes payable		300,000

Total liabilities ( all current)		377,803

Stockholders' deficit (Note 5)
Common stock - $0.001 par value; 120,000,000 shares
authorized, 20,002,000 shares issued and outstanding		-
Deficit accumulated during the development stage		(36,095	)

Total stockholders' deficit		(36,095	)

Total liabilities and stockholders' deficit	$	341,708

The accompanying notes are an integral part of the consolidated financial statements.

F-2

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENT OF OPERATIONS

August 2, 2007 (date of inception) to July 31, 2008


Sales	$	7,015

Cost of sales		646

Gross margin		6,369

Operating expenses		44,086

Operating loss		(37,717	)

Other income (expense)
Interest income		1,253
Interest expense		(16,961	)

Other expense, net		(15,708	)

Loss before income tax benefit		(53,425	)

Income tax benefit		17,330

Net loss	$	(36,095	)

The accompanying notes are an integral part of the consolidated financial statements.

F-3

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

August 2, 2007 (date of inception) to July 31, 2008


					Deficit Accumulated			Total
	Common Stock				During the			Stockholders'
	Shares		Amount		Development Stage			Deficit

Balances - August 2, 2007		-	$	-	$	-		$	-

Common stock issued		10,001		-		-			-

Net loss		-		-		(36,095	)		(36,095	)

Balances - July 31, 2008		10,001	$	-	$	(36,095	)	$	(36,095	)

Balances as adjusted to reflect
recapitalization (Note 1)		20,002,000	$	-	$	(36,095	)	$	(36,095	)

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Table of ~~Content~~ Contents

HALBERD CORPORATION AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENT OF CASH FLOWS

August 2, 2007 (date of inception) to July 31, 2008


Cash flows from operating activities
Net loss	$	(36,095	)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation		1,423
Deferred income tax benefit		(17,330	)
Changes in operating assets and liabilities that provided cash:
Accounts payable and accrued expenses		35,345
Deferred revenue		1,510
Due to officers		30,048

Net cash provided by operating activities		14,901

Cash flows from investing activities
Trademark costs		(8,770	)
Purchases of property and equipment, including web site costs		(315,644	)

Net cash used in investing activities		(324,414	)

Cash flows from financing activities
Proceeds from issuance of convertible notes		300,000
Proceeds from stockholder line of credit		10,900

Net cash provided by financing activities		310,900

Net increase in cash and cash equivalents, equal to cash
and cash equivalents at end of period	$	1,387

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Organization, Nature of Business (including development stage), and Basis of Presentation

Sellmybusinessnow.com, Inc. is a development stage company that was incorporated under the laws of the state of Michigan on August 2, 2007. The Company began operating under the name “Sellmybusiness.com®” on December 3, 2007. To date, the Company’s activities have been limited to raising capital, obtaining financing, constructing its website and administrative functions. The Company has ten stockholders, eight of which have also entered into convertible debt agreements with the Company (Note 4). Sellmybusiness.com® intends to provide a single web portal for interested parties to find, buy and sell businesses, real estate and equipment and all the related services needed to support the transaction, including financing, incorporation, professional help and additional business resources. Sellmybusiness.com® intends to support businesses of all sizes and types, including start-ups, well-established companies, home-based businesses, closely-held companies, multinational public corporations and franchises. Sellmybusiness.com®’s real estate listing service will assist business people to buy, sell, lease or sublease commercial land and property. Sellmybusiness.com®’s equipment listing service will provide a portal to buy, sell or lease excess inventory, capital equipment, raw materials, vehicles, aircraft, ships and rail equipment.

On January 26, 2009, Halberd Corporation, a Nevada corporation, was formed by Sellmybusinessnow.com, Inc.’s founders in conjunction with a legal reorganization of the Company. Halberd Corporation is structured to act as the parent company of Sellmybusinessnow.com, Inc. As part of this action, and effective on January 28, 2009 all of the issued and outstanding shares of Sellmybusinessnow.com, Inc.’s common stock were exchanged on a 2,000-to-1 basis for Halberd Corporation’s common stock. As a result, the accompanying consolidated financial statements reflect this reorganization and are presented on a consolidated basis and are labeled as those of the parent company. Halberd Corporation and Subsidiary are collectively referred to as the “Company”.

The Company has adopted a fiscal year end of July 31.

F-6

Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Accounting

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates

Segment Reporting

The Company has determined that it does not have any separately reportable business segments at July 31, 2008.

Cash and Cash Equivalents

Revenue Recognition

As the Company is in the development stage, it has generated limited revenues during the period ended July 31, 2008. However, management believes the Company will principally derive its future revenue from customers that pay fees via credit card through the web site for a suite of services to market and search for commercial real estate and operating businesses. These services include a premium membership that provides the customer unlimited access to listings, maximized exposure for their listings, along with enhanced services to market their listings.

F-7

Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment (including web site costs)

Costs incurred to develop the Company’s web site, Sellmybusiness.com®, are capitalized or expensed, as applicable, in accordance with the Financial Accounting Standards Board Emerging Issues Task Force Issues No. EITF 00-2, Accounting for Web Site Development Costs, which addresses whether certain development costs should be capitalized or expensed. Exhibit 00-2A of EITF 00-2 breaks potential web site development costs into 34 distinct potential activities, among four stages: Planning; Web Site Application and Infrastructure Development; Graphics and Content Development; and Operating. Management analyzes the nature of costs incurred relative to these stages and either capitalizes or expenses the related costs in accordance with EITF 00-2. Because the Company’s current web site development costs incurred relate principally to development and testing, the Company is generally capitalizing these costs.

Management periodically reviews these assets to determine whether carrying values have been impaired.

Depreciation and Amortization

Depreciation on equipment is computed using the straight-line method over the estimated useful lives of the related assets which range from three to seven years. Amortization of web site costs did not commence during the period ended July 31, 2008 since the final operating version of the site was not completed as of that date.

Trademark Costs

F-8

Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

Concentration Risks

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and when they exist, trade accounts receivable. Cash and cash equivalents are deposited with high credit quality financial institutions. Revenue and accounts receivable are primarily derived from credit card transactions with subscribers and are typically settled within two to three business days.

Fair Value of Financial Instruments

Net Income (loss) Per Share

F-9

Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

On August 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements,” (SFAS 157), which defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. The Company elected to delay the application of SFAS 157 to nonfinancial assets and nonfinancial liabilities, as allowed by FASB Staff Position (FSP) SFAS 157-2. FSP SFAS 157-3 clarifies the application of SFAS 157 in a market that is not active. SFAS 157 (as amended) applies whenever other standards require (or permit) assets or liabilities to be measured at fair value and, therefore, does not expand the use of fair value in any new circumstances. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date. SFAS 157 (as amended) clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS 157 (as amended) requires fair value measurements to be separately disclosed by level within the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements for those items for which there is an active market. In cases where the market for a financial asset or liability is not active, the Company includes appropriate risk adjustments that market participants would make for nonperformance and liquidity risks when developing fair value measurements.

Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The initial adoption of SFAS No. 157 did not have any impact on the Company’s financial position or operations.

Effective August 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115" (SFAS 159), which is effective for fiscal years beginning after November 15, 2007. SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. It also requires entities to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157 and SFAS No. 107, "Disclosures about Fair Value of Financial Instruments." At August 1, 2008 the Company decided not to elect the fair value option for any financial assets or liabilities under the scope of SFAS 159.

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Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	PROPERTY AND EQUIPMENT

Property and equipment consists of the following assets at July 31, 2008:


Web site costs	$	302,269
Telephone system		8,464
Computer equipment		4,911

Total		315,644
Less accumulated depreciation		1,423

Property and equipment, net	$	314,221

3.	RELATED PARTY TRANSACTIONS (including debt and leases)

The Company incurred rent expense of $10,500 for the initial period ended July 31, 2008 under a month-to-month lease with an entity in which the Company’s majority stockholder is an owner. Subsequent to year end, the Company began leasing space from the majority stockholder for $1,500 per month. The arrangement operates on an informal, month-to-month basis.

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HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company leases its domain name from an entity owned by its majority stockholder. Rent expense for the initial period ended July 31, 2008 was $426; the related liability is included in accrued expenses at July 31, 2008. The monthly rent for use of the domain name is based on 5% of revenues.

The Company has accrued $15,000 each for services provided by its majority and 20% stockholders during the period ended July 31, 2008. Such amounts are included in the accompanying consolidated balance sheet under “Due to Officers”, as well as a miscellaneous amount of $48 due to the majority stockholder.

The Company paid a business related by common ownership (to its 20% stockholder) $25,000 during the period ended July 31, 2008 for various services in connection with web site development and business planning.

4.	CONVERTIBLE DEBT

On January 1, 2008 the Company issued convertible promissory notes totaling $300,000 to eight stockholders, who own a combined 15% of the Company’s common stock. The notes bear interest at 10% per annum and are due on the earlier of the Company registering any of its securities under the Securities Act of 1933 or eighteen months after the date of the note (April through July 2009). In addition, each of the note holders may; at their option, convert the entire outstanding principal amount of their note into shares of the Company’s common stock at any time up to the maturity date of the respective note. If all holders of these notes exercised the conversion option, the Company would be required to issue an additional 4,508,000 shares (shares reflect exchange discussed in Note 1) (See Note 9).

Interest expense on these notes was $16,800 for the period ended July 31, 2008 and is included with accrued expenses on the accompanying consolidated balance sheet.

5.	CAPITAL STOCK

The Company’s initial common shares issued to its two founders (65% and 20% of the outstanding shares, respectively) and eight initial investors (15% of outstanding shares, all of whom also hold convertible debt (see Note 4), were issued for no consideration and are thus carried at a value of zero on the accompanying consolidated balance sheet as no services were performed or were required to be performed in order for any of the original investors to obtain their shares. Management determined the fair value of the initial shares to be zero given the start-up nature of the business which included a lack of operational history, lack of share liquidity and a lack of corporate financing for operations at the time of issuance.

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HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has authorized 10,000,000 shares of preferred stock at a par value of $0.001. No preferred shares are issued or outstanding as of July 31, 2008. Any preferences, rights, voting powers, restrictions, dividend limitations, qualifications, and terms and conditions of redemption shall be set forth and adopted by a board of directors’ resolution prior to issuance of any series of preferred stock.

6.	INCOME TAXES

The Company establishes valuation allowances in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes. The Company continually reviews realizability of deferred tax assets and recognizes these benefits only as reassessment indicates that it is more likely than not that such tax benefits will be realized.

As of July 31, 2008, the Company has a net operating loss carry forward for federal income tax purposes of approximately $48,500, which expires in 2023, available to reduce federal taxable income of future periods.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income tax liabilities and assets are summarized as follows as of July 31, 2008:

	Amount
Deferred tax assets:
Net operating loss carry forward	$	48,500
Depreciation and other		2,400

Total deferred tax assets		50,900

Expected tax rate		34	%

Net deferred income tax assets	$	17,330

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Table of ~~Content~~ Contents

HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The income tax benefit for the period ended July 31, 2008 consists entirely of a deferred benefit. No valuation allowance has been recorded on the deferred tax assets due to management’s estimates of future taxable income, beginning in 2010. Management believes that it is more likely than not that the deferred tax assets will be realized in full based on comparisons of profitability with similar enterprises, the expected high margin nature of the business and the Company’s anticipated ability to raise sufficient capital to drive awareness of the web site through advertising.

7.	OPERATING LEASE

The Company utilizes the services of a third party that houses and maintains its web site server. Such services are provided under a month to month lease for $650 per month.

8.	NET LOSS PER SHARE

Numerator:
Net loss	$	(36,095	)
Denominator
Weighted average common shares-basic and diluted		20,002,000
Net loss per share
Basic	$	0.00
Diluted	$	0.00

Common stock equivalents excluded from net loss per
diluted share because their effect would have been
anti-dilutive		4,508,000

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HALBERD CORPORATION AND

SUBSIDIARY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.	SUBSEQUENT EVENTS (UNAUDITED)

* * * * *

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview of Our Performance and Operations

Our business

We are a development stage company that was incorporated under the laws of the State of Nevada on January 26, 2009. On January 28, 2009, we entered into a share purchase agreement with SellMyBusinessNow.com, Inc. (DBA SellMyBusiness.com), a corporation established under the laws of the State of Michigan in August 2007, pursuant to which we acquired all the shares of common stock of SellMyBusiness for 25,058,000 shares of our common stock. As a result, SellMyBusiness became our wholly-owned subsidiary.

To date, the Company’s activities have been limited to raising capital, obtaining financing, constructing its website and administrative functions. As reflected in the accompanying financial statements, we had liabilities of $~~377~~525,~~803,~~876; and a net loss of $36572,~~095~~792 for the period from inception to ~~July~~April 3130, ~~2008~~2009. We had liabilities of $~~477~~525,~~245~~876, and a net loss of $12536,~~927~~ 697 for the ~~three~~ nine months ended April ~~October 31~~30, ~~2008~~2009, respectively.

Plan of Operation

We have begun limited operations, and we require outside capital to implement our business model.

1. We believe we can complete development of version 2 of the website, continue marketing efforts in the U.S., continue the Company’s national public relations campaign, develop local language versions of the website in select international markets, launch targeted marketing campaigns internationally.

2. All business functions will be coordinated and managed by our CEO Mark Lundquist, President & COO John Maddox, and our consultants.

3. Within 120 days of the initiation of our marketing campaign, we believe we will begin to generate expanded revenues from our targeted approach.

InBased on ~~summary~~the development stage of the Company and its operational plan, wemanagement believes ~~hope~~that the Company will incur operating losses in the foreseeable future. Management has developed an operational plan that has been presented to various institutional funds and has entered into an Equity line with Dutchess Capital for securities financing. However, access to the investment fund is predicated on the market for the Company’s stock and therefore the Company cannot issue assurances that our shareholders will not be ~~generating~~diluted ~~increased~~by ~~sales~~investment of ~~revenues~~such ~~within~~capital, ~~180~~or ~~days~~to the extent of the dilution. Also, we cannot assure that securities issued in exchange for such capital will not be sold on terms more favorable than those of the ~~date~~shares sold in current or other offerings. The availability of ~~this~~such ~~Registration~~funding ~~Statement~~is subject to credit, economic, market and legal constraints. The inability to secure required capital from the fund could have a material adverse effect on our business, operation results, or financial condition. Additionally, there are no guarantees that any additional financing can be obtained.

Based on the development stage of the Company and its operational plan, management believes that the Company will incur operating losses in the foreseeable future. Management has developed an operational plan that has been presented to various institutional funds and has entered into a non-binding term sheet for securities financing. Management believes that it can enter into definitive agreements with the funder on terms that are acceptable. However, access to the investment fund is predicated on the market for the Company’s stock and therefore the Company cannot issue assurances that our shareholders will not be diluted by investment of such capital, or to the extent of the dilution. Also, we cannot assure that securities issued in exchange for such capital will not be sold on terms more favorable than those of the shares sold in this or other offerings. The availability of such funding is subject to credit, economic, market and legal constraints.. The inability to secure required capital from the fund could have a material adverse effect on our business, operation results, or financial condition. Additionally, there are no guarantees that any additional financing can be obtained.

Limited Operating History

We are a developmental business listing and services Company incorporated on January 26, 2009, and as such had minimal operating revenues to date. Further, we have limited assets and earnings to date. The success of our company is dependent upon the extent to which it will gain market share. All financial information and financial projections and other assumptions made by us are speculative and, while based on management's best estimates of projected sales levels, operational costs, consumer preferences, and the general economic and competitive health of our company in the business listing and services marketplace, there can be no assurance that we will operate profitably or remain solvent.

Results of Operations

As of the most recent quarter ended ~~October~~April 3130, ~~2008~~2009, we had cash on hand of $36,~~719~~854, and ~~our~~ our total assets were $~~428~~587,~~223~~539 while our total liabilities were $~~477~~525,~~245~~876. We had a shareholder’s ~~deficit~~equity of $4961,~~022~~663.

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For the ~~three~~nine months ended ~~October~~April 3130, ~~2008~~2009, we had a net loss of $12536,~~927~~697. The company ~~has~~ has had minimal revenues since 2007 and will need to raise capital to further ~~its~~ its operations. Based on the development stage of the Company and its ~~operational~~ operational plan, management believes that the Company will incur operating losses in the foreseeable future. Management has developed an operational plan that has been presented to various institutional funds and has entered into a an Equity line ~~non-binding~~with ~~term~~Dutchess ~~sheet~~Capital for securities financing. Management believes that it can enter into definitive agreements with the funder on terms that are acceptable. However, access to the investment fund is predicated on the market for the Company’s stock and therefore the Company cannot issue assurances that our shareholders will not be diluted by investment of such capital, or to the extent of the dilution. Also, we cannot assure that securities issued in exchange for such capital will not be sold on terms more favorable than those of the shares sold in ~~this~~current or other offerings. The availability of such funding is subject to to credit, economic, market and legal constraints. The inability to secure ~~required~~ required capital from the fund could have a material adverse effect on our business, operation results, or financial condition. Additionally, there are no guarantees that any additional financing can be obtained.

Liquidity and Capital Resources

We anticipate ~~that our operational, and general and administrative expenses for the twelve months following our last review date (October 31, 2008) will be $1.95 million. We anticipate~~ based on the development stage of our Company and our operational plan we will incur operating losses in the foreseeable future. We have developed an operational plan that has been presented to potential private investment in public equity (“PIPE”) funders with the result that we have secured a ~~non-binding~~an ~~term~~Equity ~~sheet~~line with Dutchess Capital for $25 million in ~~convertible~~ securities to assist in the Company’s development and growth. Therefore, we believe we can satisfy our cash requirements for the future based upon our access to capital from this Securities Financing Agreement (“SFA”) and our ability to generate cash from operations.

The amount of funding required from the SFA and our desire to request funding from the SFA is based on our ability to generate revenue from operations. If actual revenue exceeds projections the company’s need for SFA funding is diminished. If actual revenue trails projections the Company’s need for SFA funding is heightened and is dependent on the market for our stock. Therefore, there is no assurance that we will either need or be successful in completing all portions of the PIPE, secondary offering or any other financing when we have an active market for our stock. Our investors should assume that any portions of SFA or other outside funding will cause substantial dilution to current stockholders. Further, there can be no assurances that the SFA will close and that we will have access to this capital.

The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A summary of significant accounting policies is included in Note 1 to the audited consolidated financial statements for the year ended July 31, 2008. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company's operating results and financial condition.

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Recently Issued Accounting Pronouncements

~~On August~~In 1April 2009, ~~2008,~~ the ~~Company~~Financial ~~adopted~~Accounting ~~SFAS~~Standards ~~No.~~Board ~~157, “Fair Value Measurements,”~~ (~~SFAS 157~~FASB), ~~which~~issued ~~defines~~three related ~~fair~~Staff ~~value,~~Positions ~~establishes~~(FSP): ~~a framework for measuring fair value~~(i) ~~under~~FSP ~~accounting~~157-4, ~~principles~~“Determining ~~generally~~Fair ~~accepted~~Value in When the ~~United~~Volume ~~States,~~ and ~~enhances disclosures~~Level ~~about~~of ~~fair~~Activity ~~value~~for ~~measurements.~~the ~~The~~Asset ~~Company~~or ~~elected to~~Liability ~~delay~~have ~~the~~Significantly Decreased ~~application of~~and ~~SFAS~~Identifying ~~157~~Transactions toThat ~~nonfinancial~~Are ~~assets~~Not ~~and nonfinancial liabilities~~Orderly”, as(ii) FSP Statement ~~allowed~~of byFinancial ~~FASB~~Accounting ~~Staff~~Standard ~~Position~~ (~~FSP~~SFAS) ~~SFAS 157~~115-2. ~~FSP~~and SFAS ~~157~~ 124-32, “Recognition ~~clarifies~~and ~~the~~Presentation ~~application~~ of ~~SFAS 157 in a market~~Other-Than-Temporary ~~that~~Impairments”, and is(iii) ~~not active.~~ FSP SFAS ~~157~~107-1 ~~(as~~and ~~amended)~~Accounting ~~applies whenever other~~Principles ~~standards require~~Board (~~or permit~~APB) ~~assets~~28-1, or“Interim ~~liabilities~~Disclosures toabout beFair ~~measured~~Value atof ~~fair~~Financial ~~value and~~Instruments”, ~~therefore,~~each ~~does not~~of ~~expand~~which ~~the~~will ~~use~~be ofeffective ~~fair~~for ~~value~~interim inand ~~any~~annual ~~new~~periods ~~circumstances.~~ending ~~Fair~~after ~~value is defined as the~~June ~~exchange~~15, ~~price~~2009. ~~that~~FSP ~~would~~157-4 ~~be received~~provides toguidance ~~sell~~on anhow ~~asset or paid~~ to ~~transfer a liability in the principal~~determine orthe ~~most~~fair ~~advantageous~~value ~~market~~of ~~for~~assets ~~the~~and ~~asset~~liabilities orunder ~~liability~~SFAS in157 anFair ~~orderly transaction (i.e.,~~Value ~~not a forced transaction~~Measurements, in ~~such~~the ascurrent aeconomic ~~liquidation~~environment ~~or distressed~~and ~~sale)~~reemphasizes ~~between~~that ~~market participants at~~ the ~~measurement~~objective ~~date.~~of ~~SFAS~~a ~~157 (as amended) clarifies that~~ fair value ~~should~~ bemeasurement ~~based~~remains on the ~~assumptions~~ ~~market~~determination ~~participants~~of ~~would~~an ~~use~~exit ~~when~~price. ~~pricing~~FSP ~~an asset or~~SFAS ~~liability~~115-2 and ~~establishes~~SFAS a124-2 ~~fair~~modify ~~value~~the ~~hierarchy~~requirements ~~that~~for ~~prioritizes the~~recognizing ~~information~~other-than-temporarily ~~used~~impaired ~~to develop~~debt ~~those~~securities ~~assumptions.~~and ~~The~~revise ~~fair~~the ~~value hierarchy~~existing ~~gives~~impairment ~~the~~model ~~highest~~for ~~priority~~such tosecurities ~~quoted prices~~by inmodifying ~~active markets and~~ the ~~lowest~~ ~~priority~~current tointent ~~unobservable~~and ~~data. SFAS 157 (as amended) requires fair~~ability ~~value~~indicator ~~measurements~~in todetermining bewhether ~~separately~~a ~~disclosed~~debt bysecurity ~~level~~is ~~within the fair~~other-than-temporarily ~~value hierarchy~~impaired. ~~For~~FSP ~~assets~~SFAS 107 and ~~liabilities~~APB ~~recorded~~28-1 atenhance ~~fair~~the ~~value,~~disclosure itof isinstruments ~~the~~under ~~Company’s policy to maximize~~ the ~~use~~scope of ~~observable~~SFAS ~~inputs~~157 ~~and minimize the use of unobservable inputs when developing fair value measurements~~ for ~~those~~

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