HEALTH
DISCOVERY CORPORATION
|
(Exact
name of small business issuer as specified in its
charter)
|
Texas
|
74-3002154
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
|
5501
½ Abercorn Street
Savannah, Georgia |
31405
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
912-352-7488
|
(Issuer’s
telephone number, including area code)
|
(Former
name, former address and former fiscal year,
if
changed since the last report)
|
PART
I
|
FINANCIAL
INFORMATION
|
Page
|
Item
1.
|
Financial
Statements
|
|
1
|
||
2
|
||
3
|
||
4
|
||
8
|
||
11
|
||
PART
II
|
OTHER
INFORMATION
|
|
12
|
||
12
|
||
13
|
||
14
|
Assets
|
March
31,
|
||||
2007
|
||||
Current
Assets
|
||||
Cash
|
$
|
377,324
|
||
Prepaid
Expenses and Other Assets
|
60,823
|
|||
Total
Current Assets
|
438,147
|
|||
Equipment,
Less Accumulated Depreciation of $16,760
|
12,538
|
|||
Other
Assets
|
||||
Patents,
Less Accumulated Amortization of $745,934
|
3,239,860
|
|||
Investments
|
5,000
|
|||
Total
Assets
|
$
|
3,695,545
|
||
Liabilities
and Stockholders’ Equity
|
||||
Current
Liabilities
|
||||
Accounts
Payable - Trade
|
$
|
180,302
|
||
Accrued
Liabilities
|
196,056
|
|||
Deferred
Revenue
|
90,278
|
|||
Total
Current Liabilities
|
466,636
|
|||
Accrued
Interest Payable
|
173,120
|
|||
Long-Term
Debt
|
321,911
|
|||
Convertible
Notes Payable
|
665,643
|
|||
Notes
Payable, Net of Unamortized Discount of $392,417
|
607,583
|
|||
Total
Liabilities
|
2,234,893
|
|||
Commitments
|
||||
Stockholders’
Equity
|
||||
Common
Stock, No Par Value, 200,000,000 Shares Authorized
|
||||
116,493,384
Shares Issued and Outstanding
|
11,185,911
|
|||
Accumulated
Deficit
|
(9,725,259
|
)
|
||
Total
Stockholders' Equity
|
1,460,652
|
|||
Total
Liabilities and Stockholders' Equity
|
$
|
3,695,545
|
Three
|
Three
|
||||||
Months
|
Months
|
||||||
Ended
|
Ended
|
||||||
March
31,
|
March
31,
|
||||||
2007
|
2006
|
||||||
Revenues:
|
|||||||
Licensing
|
$
|
10,833
|
$
|
105,000
|
|||
Total
Revenues
|
10,833
|
105,000
|
|||||
Cost
of Sales:
|
|||||||
Internal
Development
|
7,500
|
-
|
|||||
Total
Cost of Sales
|
7,500
|
-
|
|||||
Gross
Profit
|
3,333
|
105,000
|
|||||
Operating
Expenses:
|
|||||||
Amortization
|
65,680
|
65,680
|
|||||
Professional
and Consulting Fees
|
170,232
|
573,229
|
|||||
Compensation
|
164,155
|
359,298
|
|||||
Other
General and Administrative Expenses
|
131,904
|
240,211
|
|||||
Total
Operating Expenses
|
531,971
|
1,238,418
|
|||||
Loss
From Operations
|
(538,638
|
)
|
(1,133,418
|
)
|
|||
Other
Income (Expense)
|
|||||||
Interest
Income
|
6,987
|
4,830
|
|||||
Gains
on Restructuring of Accounts Payable
|
44,594
|
77,546
|
|||||
Interest
Expense
|
(102,044
|
)
|
(19,745
|
)
|
|||
Total
Other Income (Expense)
|
(50,463
|
)
|
62,631
|
||||
Net
Loss
|
$
|
(579,101
|
)
|
$
|
(1,070,787
|
)
|
|
Weighted
Average Outstanding Shares
|
116,468,384
|
115,063,384
|
|||||
Loss
Per Share
|
$
|
(.00
|
)
|
$
|
(.01
|
)
|
|
Three
Months
|
Three
Months
|
||||||
Ended
|
Ended
|
||||||
March
31,
2007
|
March
31,
2006
|
||||||
Cash
Flows From Operating Activities:
|
|||||||
Net
Loss
|
$
|
(579,101
|
)
|
(1,070,787
|
)
|
||
Adjustments
to Reconcile Net Loss to Net Cash
|
|||||||
Used
by Operating Activities:
|
|||||||
Noncash
Compensation
|
38,606
|
190,322
|
|||||
Services
Exchanged for Warrants
|
52,875
|
305,265
|
|||||
Accretion
of Debt Discount
|
69,250
|
-
|
|||||
Issuance
of Warrants
|
33,756
|
-
|
|||||
Decrease
in Accounts Receivable
|
20,000
|
-
|
|||||
Decrease
in Deferred Revenue
|
(10,833
|
)
|
-
|
||||
Gains
on Restructuring of Accounts Payable
|
(44,594
|
)
|
(77,546
|
)
|
|||
Depreciation
and Amortization
|
68,183
|
67,427
|
|||||
Increase
in Prepaid Expenses and Other Assets
|
(5,636
|
)
|
(15,023
|
)
|
|||
(Decrease)
or Increase in Accounts Payable - Trade
|
(13,032
|
)
|
222,406
|
||||
Increase
in Accrued Liabilities
|
77,782
|
76,181
|
|||||
Net
Cash Used by Operating Activities
|
(292,744
|
)
|
(301,755
|
)
|
|||
Cash
Flows From Investing Activities:
|
|||||||
Purchase
of Equipment
|
(298
|
)
|
(502
|
)
|
|||
Acquisition
of Investee
|
(5,000
|
)
|
-
|
||||
Net
Cash Used by Investing Activities
|
(5,298
|
)
|
(502
|
)
|
|||
Cash
Flows From Financing Activities:
|
|||||||
Proceeds
from Sales of Common Stock
Proceeds
from the Exercise of Options
|
1,000
-
|
100,000
6,000
|
|||||
Net
Cash Provided by Financing Activities
|
1,000
|
106,000
|
|||||
Net
Decrease in Cash
|
(297,042
|
)
|
(196,257
|
)
|
|||
Cash,
at Beginning of Period
|
674,366
|
719,167
|
|||||
Cash,
at End of Period
|
$
|
377,324
|
522,910
|
||||
Non-Cash
Investing and Financing Transactions:
|
|||||||
Warrants
Issued in Restructuring of Accounts Payable
|
$
|
-
|
55,454
|
||||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
Paid for Interest
|
$
|
549
|
-
|
Option
|
Weighted
Average
|
||||||
|
Shares
|
Exercise
Price
|
|||||
Outstanding,
January 1, 2006
|
2,500,000
|
$
|
0.08
|
||||
Granted
|
2,000,000
|
0.11
|
|||||
Exercised
|
(600,000
|
)
|
0.01
|
||||
Forfeited
|
(400,000
|
)
|
0.10
|
||||
Outstanding,
December 31, 2006
|
3,500,000
|
$
|
0.11
|
||||
Granted
|
-
|
-
|
|||||
Exercised
|
-
|
-
|
|||||
Forfeited
|
-
|
-
|
|||||
Outstanding,
March 31, 2007
|
3,500,000
|
$
|
0.11
|
Exercise
Prices
|
Number
Outstanding
|
Weighted-
Average
Remaining
Contractual
Life
(years)
|
Number
Exercisable
|
Weighted
Average Remaining Contractual Life (years) of
Exercisable
Warrants
|
|||||||||
$0.01
|
800,000
|
1
|
800,000
|
1
|
|||||||||
$0.10
|
1,365,000
|
2
|
1,265,000
|
2
|
|||||||||
$0.11
|
1,000,000
|
2
|
1,000,000
|
2
|
|||||||||
$0.12
|
150,000
|
2
|
150,000
|
2
|
|||||||||
$0.13
|
5,500,000
|
3
|
3,500,000
|
2
|
|||||||||
$0.15
|
1,000,000
|
2
|
1,000,000
|
2
|
|||||||||
$0.16
|
10,000,000
|
2.5
|
7,000,000
|
2.5
|
|||||||||
$0.20
|
500,000
|
1
|
500,000
|
1
|
|||||||||
$0.22
|
500,000
|
1
|
500,000
|
1
|
|||||||||
$0.24
|
32,546,250
|
1
|
32,546,250
|
1
|
|||||||||
$0.35
|
15,235,000
|
.5
|
15,235,000
|
.5
|
|||||||||
Total
|
68,596,250
|
63,496,250
|
Total
|
Less
than
1
Year
|
1-3
Years
|
||||||||
Accrued
Interest Payable
|
$
|
173,120
|
$
|
-
|
$
|
173,120
|
||||
Accounts
Payable Deferred
|
126,272
|
126,272
|
-
|
|||||||
Deferred
Compensation
|
45,000
|
45,000
|
-
|
|||||||
Term
Debt
|
321,911
|
-
|
321,911
|
|||||||
Convertible
Notes Payable
|
665,643
|
-
|
665,643
|
|||||||
Promissory
Note
|
1,000,000
|
-
|
1,000,000
|
|||||||
Total
|
$
|
2,331,946
|
$
|
171,272
|
$
|
2,160,674
|
3.1
|
Articles
of Incorporation. Registrant incorporates by reference Exhibit 3.1
to
Registration Statement on Form SB-2, filed June 4, 2001.
|
|
3.1(a)
|
Articles
of Amendment to Articles of Incorporation Registrant incorporates
by
reference Exhibit 2.2 to Form10-QSB, filed November 14, 2001.
|
|
3.1(b)
|
Articles
of Amendment to Articles of Incorporation changing Registrant name
from
Direct Wireless Communications, Inc., to Health Discovery Corporation.
Registrant incorporates by reference Exhibit 3.1 (b) to Form 10-KSB,
filed
March 3, 2004.
|
|
3.2
|
By-Laws.
Registrant incorporates by reference Exhibit 3.2 to Registration
Statement
on Form SB-2, filed June 4, 2001.
|
|
4.1
|
Copy
of Specimen Certificate for shares of common stock. Registrant
incorporates by reference Exhibit 4.1 to Registration Statement on
Form
SB-2, filed June 4, 2001.
|
|
4.1(b)
|
Copy
of Specimen Certificate for shares of common stock. Registrant
incorporates by reference Exhibit 4.1 (b) to Form 10-KSB, filed March
30,
2004.
|
|
4.2
|
Excerpt
from By-Laws. Registrant incorporates by reference Exhibit 4.2 to
Registration Statement on Form SB-2, filed June 4, 2001.
|
|
4.2(a)
|
Corrected
Article 3.02 of By-Laws. Registrant incorporates by reference Exhibit
4.2(A) to Amendment No. 2 to Registration Statement on Form SB-2,
filed
August 15, 2001.
|
|
10.1
|
Employment
Agreement with Stephen Barnhill. Registrant incorporates by reference
Exhibit 10.3 to Form 10-KSB, filed April 19, 2005. *
|
|
10.1(a)
|
First
Amendment to Employment Agreement with Stephen Barnhill. Registrant
incorporates by reference Exhibit 99.2 to Form 8-K, filed January
3,
2006.
|
|
10.1(b)
|
Second
Amendment to Employment Agreement with Stephen Barnhill. Registrant
incorporates by reference Exhibit 99.3 to Form 8-K, filed September
1,
2006.
|
|
10.2
|
Form
of Warrant. Registrant incorporates by reference Exhibit 10.7 to
Form
10-KSB, filed April 19, 2005.
|
|
10.3
|
Form
of Warrant. Registrant incorporates by reference Exhibit 10.9 to
Form
10-KSB, filed April 19, 2005.
|
|
10.4
|
Employment
Agreement with Daniel R. Furth, dated as of December 5, 2005. Registrant
incorporates by reference Exhibit 10.11 to Form SB-2/A, filed December
14,
2005.
|
|
10.5
|
Employment
Agreement with Robert S. Braswell IV, dated as of January 1, 2006.
Registrant incorporates by reference Exhibit 99.1 to Form 8-K, filed
February 2, 2006.
|
|
10.6
|
Form
of Amendment to Promissory Note. Registrant incorporates by reference
Exhibit 99.1 to Form 8-K, filed January 3, 2006.
|
|
10.7
|
Promissory
Note by the Company in favor of William F. Quirk, Jr. Registrant
incorporates by reference Exhibit 99.1 to Form 8-K, filed September
5,
2006.
|
|
10.8
|
Warrant
by the Company in favor of William F. Quirk, Jr. Registrant incorporates
by reference Exhibit 99.2 to Form 8-K, filed September 5,
2006.
|
|
10.9
|
Form
of Second Amendment to Promissory Note. Registrant incorporates by
reference Exhibit 99.4 to Form 8-K, filed September 5,
2006.
|
|
31.1
|
Rule
13a-14(a)/15(d)-14(a) Certifications of Chief Executive
Officer.
|
|
31.2
|
Rule
13a-14(a)/15(d)-14(a) Certifications of Principal Financial
Officer.
|
|
32.1
|
Section
1350 Certification of Chief Executive Officer.
|
|
32.2
|
Section
1350 Certification of Principal Financial
Officer.
|
Health
Discovery
Corporation Registrant |
|||
Date: May 15, 2007 |
/s/ Stephen D. Barnhill M.D. |
||
Printed Name: Stephen D. Barnhill M.D. |
|||
Title: Chief Executive Officer |
Date: May 15, 2007 |
/s/ Daniel R. Furth |
||
Printed Name: Daniel R. Furth |
|||
Title: Chief Financial Officer / Secretary |