HEALTH
DISCOVERY CORPORATION
|
(Exact
name of small business issuer as specified in its
charter)
|
Georgia
|
74-3002154
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
|
2
East Bryan Street, Suite #601
Savannah,
Georgia 31401
|
(Address
of principal executive
offices)
|
912-443-1987
|
(Issuer’s
telephone number, including area
code)
|
5501
½ Abercorn Street
Savannah,
Georgia 31405
|
(Former
name, former address and former fiscal year,
if
changed since the last
report)
|
PART
I
|
FINANCIAL
INFORMATION
|
Page
|
Item
1.
|
Financial
Statements
|
|
1
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||
2
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3
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4
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9
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||
15
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PART
II
|
OTHER
INFORMATION
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16
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16
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17
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17
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18
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||
20
|
Assets
|
June
30,
|
||||
2007
|
||||
Current
Assets
|
||||
Cash
|
$
|
65,558
|
||
Prepaid
Expenses and Other Assets
|
77,298
|
|||
Total
Current Assets
|
142,856
|
|||
Equipment,
Less Accumulated Depreciation of $18,815
|
11,182
|
|||
Other
Assets
|
||||
Patents,
Less Accumulated Amortization of $811,614
|
3,174,180
|
|||
Investments
|
5,000
|
|||
Total
Assets
|
$
|
3,333,218
|
||
Liabilities
and Stockholders’ Equity
|
||||
Current
Liabilities
|
|
|
|
|
Accounts
Payable - Trade
|
$
|
318,654
|
||
Accrued
Liabilities
|
199,481
|
|||
Deferred
Revenue
|
79,444
|
|||
Total
Current Liabilities
|
597,579
|
|||
Accrued
Interest Payable
|
205,364
|
|||
Long-Term
Debt
|
321,911
|
|||
Convertible
Notes Payable
|
665,643
|
|||
Related
Party Note Payable, Net of Unamortized Discount of
$323,167
|
676,833
|
|||
Total
Liabilities
|
2,467,330
|
|||
Commitments
|
||||
Stockholders’
Equity
|
||||
Common
Stock, No Par Value, 300,000,000 Shares Authorized
|
||||
116,493,384
Shares Issued and Outstanding
|
11,330,437
|
|||
Accumulated
Deficit
|
(10,464,549
|
)
|
||
Total
Stockholders’ Equity
|
865,888
|
|||
Total
Liabilities and Stockholders' Equity
|
$
|
3,333,218
|
Three
|
Three
|
Six
|
Six
|
||||||||||
Months
|
Months
|
Months
|
Months
|
||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Revenues:
|
Licensing
|
$
|
10,834
|
$
|
70,000
|
$
|
21,667
|
$
|
175,000
|
|||||
Cost
of Sales:
|
|||||||||||||
Internal
Development
|
3,900
|
9,654
|
11,400
|
9,654
|
|||||||||
Gross
Profit
|
6,934
|
60,346
|
10,267
|
165,346
|
|||||||||
Operating
Expenses:
|
|||||||||||||
Amortization
|
65,680
|
65,679
|
131,360
|
131,359
|
|||||||||
Professional
and Consulting Fees
|
322,077
|
174,036
|
492,309
|
747,265
|
|||||||||
Compensation
|
157,555
|
200,724
|
321,710
|
560,022
|
|||||||||
Other
General and Administrative Expenses
|
101,831
|
95,204
|
233,735
|
335,415
|
|||||||||
Total
Operating Expenses
|
647,143
|
535,643
|
1,179,114
|
1,774,061
|
|||||||||
Loss
From Operations
|
(640,209
|
)
|
(475,297
|
)
|
(1,168,847
|
)
|
(1,608,715
|
)
|
|||||
Other
Income (Expense)
|
|||||||||||||
Interest
Income
|
2,989
|
3,169
|
9,976
|
7,999
|
|||||||||
Gains
on Restructuring of Accounts Payable
|
-
|
-
|
44,594
|
77,546
|
|||||||||
Interest
Expense
|
(102,070
|
)
|
(21,107
|
)
|
(204,114
|
)
|
(40,852
|
)
|
|||||
Total
Other Income (Expense)
|
(99,081
|
)
|
(17,938
|
)
|
(149,544
|
)
|
44,693
|
||||||
Net
Loss
|
$
|
(739,290
|
)
|
$
|
(493,235
|
)
|
(1,318,391
|
)
|
$
|
(1,564,022
|
)
|
||
Weighted
Average Outstanding Shares
|
116,493,384
|
116,113,384
|
116,479,098
|
115,534,813
|
|||||||||
Loss
Per Share
|
$
|
(.01
|
)
|
$
|
(.00
|
)
|
(.01
|
)
|
$
|
(.01
|
)
|
||
Six
Months
|
Six
Months
|
||||||
Ended
|
Ended
|
||||||
June
30,
2007
|
June
30,
2006
|
||||||
Cash
Flows From Operating Activities:
|
|||||||
Net
Loss
|
$
|
(1,318,391
|
)
|
(1,564,022
|
)
|
||
Adjustments
to Reconcile Net Loss to Net Cash
|
|||||||
Used
by Operating Activities:
|
|||||||
Stock-based
Compensation
|
68,462
|
220,158
|
|||||
Services
Exchanged for Warrants
|
167,545
|
365,743
|
Issuance
of Warrants
|
33,756
|
-
|
Accretion
of Debt Discount
|
138,500
|
-
|
Gains
on Restructuring of Accounts Payable
|
(44,594
|
)
|
(77,546
|
)
|
|||
Depreciation
and Amortization
|
135,918
|
134,868
|
Decrease
in Accounts Receivable
|
20,000
|
-
|
|||||
Decrease
in Deferred Revenue
|
(21,667
|
)
|
-
|
||||
Increase
in Prepaid Expenses and Other Assets
|
(22,110
|
)
|
(19,312
|
)
|
|||
(Decrease)
or Increase in Accounts Payable - Trade
|
125,320
|
220,587
|
|||||
Increase
in Accrued Liabilities
|
113,451
|
163,717
|
|||||
Net
Cash Used by Operating Activities
|
(603,810
|
)
|
(555,807
|
)
|
|||
Cash
Flows From Investing Activities:
|
|||||||
Purchase
of Equipment
|
(998
|
)
|
(502
|
)
|
|||
Acquisition
of Investee
|
(5,000
|
)
|
-
|
||||
Net
Cash Used by Investing Activities
|
(5,998
|
)
|
(502
|
)
|
|||
Cash
Flows From Financing Activities:
|
|||||||
Repayment
of Notes Payable
Proceeds
from Sales of Common Stock
Proceeds
from the Exercise of Options and Warrants
|
-
1,000
-
|
(26,780)
100,000
8,000
|
|||||
Net
Cash Provided by Financing Activities
|
1,000
|
81,220
|
|||||
Net
Decrease in Cash
|
(608,808
|
)
|
(475,089
|
)
|
|||
Cash,
at Beginning of Period
|
674,366
|
719,167
|
|||||
Cash,
at End of Period
|
$
|
65,558
|
244,078
|
||||
Stock-Based
Investing and Financing Transactions:
|
|||||||
Warrants
Issued in Restructuring of Accounts Payable
|
$
|
-
|
55,454
|
||||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
Paid for Interest
|
$
|
1,125
|
1,056
|
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,
June 30, 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
|
600,000
|
1
|
600,000
|
1
|
$0.10
|
1,365,000
|
2
|
1,265,000
|
2
|
$0.11
|
1,500,000
|
2
|
1,000,000
|
2
|
$0.12
|
150,000
|
2
|
150,000
|
2
|
$0.13
|
5,500,000
|
3
|
3,667,000
|
2
|
$0.14
|
600,000
|
2.5
|
550,000
|
2.5
|
$0.15
|
1,000,000
|
2
|
1,000,000
|
2
|
$0.16
|
10,000,000
|
2
|
10,000,000
|
2
|
$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
|
.25
|
15,235,000
|
.25
|
Total
|
68,496,250
|
67,013,250
|
Total
|
Less
than
1
Year
|
1-3
Years
|
||||||||
Accrued
Interest Payable
|
$
|
205,364
|
$
|
-
|
$
|
205,364
|
||||
Accounts
Payable Deferred
|
173,353
|
173,353
|
-
|
|||||||
Deferred
Compensation
|
60,000
|
60,000
|
-
|
|||||||
Term
Debt
|
321,911
|
-
|
321,911
|
|||||||
Convertible
Notes Payable
|
665,643
|
-
|
665,643
|
|||||||
Promissory
Note
|
1,000,000
|
-
|
1,000,000
|
|||||||
Total
|
$
|
2,426,271
|
$
|
233,353
|
$
|
2,192,918
|
3.1
|
Articles
of Incorporation. Registrant incorporates by reference Exhibit
3.1 to
Current Report on Form 8-K filed July 18, 2007.
|
|
3.2
|
By-Laws.
Registrant incorporates by reference Exhibit 3.2 to Current Report
on Form
8-K filed July 18, 2007.
|
|
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.
|
|
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.
|
|
10.1(c)
|
Third
Amendment to Employment Agreement with Stephen Barnhill, dated
as of
August 1, 2007. (filed herewith)
|
|
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.
|
|
10.4(a)
|
First
Amendment to Employment Agreement with Daniel R. Furth, dated as
of August
1, 2007. (filed herewith)
|
|
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.
|
|
10.10
|
Patent
License and Settlement Agreement by and between the Company and
Ciphergen
Biosystems, Inc. dated as of July 1, 2007 (filed
herewith)
|
|
10.11
|
Securities
Purchase Agreement by and between the Company and the investors
listed on
Schedule A and Schedule B dated as of August 15, 2007 (filed
herewith)
|
|
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: August 16, 2007 |
/s/ Stephen D. Barnhill M.D. |
||
Printed Name: Stephen D. Barnhill M.D. |
|||
Title: Chief Executive Officer |
Date: August 16, 2007 |
/s/ Daniel R. Furth |
||
Printed Name: Daniel R. Furth |
|||
Title: Executive Vice President / Principal Financial Officer/Secretary |