United States securities and exchange commission logo
September 30, 2022
William Hartman
Chief Executive Officer
Halberd Corp
P.O. Box 25
Jackson Center, Pennsylvania 16133
Re: Halberd Corp
Amendment No. 4 to
Registration Statement on Form 10
Filed September 22,
2022
File No. 000-56440
Dear Mr. Hartman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 4 to Form 10 filed September 22, 2022
Item 1 Business, page 3
1. We note your response
to comment 1 and reissue. Please remove the statement on page
4 that your treatment
could be effective in treating meningitis in as little as 20 minutes as
it is speculative given
that you have not successfully treated meningitis in humans.
2. We note your response
to comment 2 and reissue. Please revise to remove the statement
that you believe your
extracorporeal treatment is effective and has no side effects because
safety and efficacy
determinations are solely within the authority of the FDA or
comparable foreign
regulators. Likewise, remove the statement on page 3 stating you
are planning animal
tests in the fourth quarter to verify the safety and efficacy of your
patented extracorporeal
process.
William Hartman
FirstName LastNameWilliam Hartman
Halberd Corp
Comapany 30,
September NameHalberd
2022 Corp
September
Page 2 30, 2022 Page 2
FirstName LastName
3. We note your response to comment 3 and reissue. Your response to
comment 3 indicates
you should have filed a non-disclosure agreement dated February 4,
2021 but no such
exhibit was filed. Please file the exhibit or otherwise advise.
Note 3. Explanation of our Restatements, page F-9
4. We note your disclosure that references the Current Report on Form 8-K
filed with the
SEC on September 19, 2022. The 8-K discloses that management has
concluded that this
matter resulted from a material weakness in the Company s internal
control over financial
reporting and that the Company has concluded that its internal control
over financial
reporting and its disclosure controls and procedures were ineffective.
Please explain why
you have not included a Risk Factor related to this material weakness.
In addition, please
amend the 10-Q for the quarterly period ended April 30, 2022 to
disclose that
management concluded that disclosure controls and procedures were
ineffective.
Item 15. Exhibits
Exhibit 23.1, page F-41
5. Please have your auditor revise the consent to indicate that the
report is dated March 10,
2022 (Except for Note 3 for which the date is September 22, 2022).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Vanessa Robertson at 202-551-3649 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences