HEALTH DISCOVERY CORP - Annual Report: 2012 (Form 10-K)

t76012_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2012

OR

o	TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Commission File No. 333-62216

HEALTH DISCOVERY CORPORATION

(Name of Registrant as Specified in its charter)

Georgia		74-3002154
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

620 County Road Hanson, Massachusetts		02341

(Address of principal executive offices)		(Zip Code)

(339) 244-1223

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12 (b) of the Exchange Act:

None

Securities Registered Pursuant to Section 12 (g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated Filer	o	Accelerated Filer o
Non-accelerated Filer	o	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting common stock held by non-affiliates as of June 30, 2012 was approximately $18,712,946.

As of March 29, 2013, there were 233,773,144 shares of common stock outstanding, no shares of Series A Preferred Stock outstanding, and 17,340,175 shares of Series B Preferred Stock were outstanding.

HEALTH DISCOVERY CORPORATION

FORM 10-K

For the Fiscal Year Ended December 31, 2012

Table of Contents


			Page No.

PART I				1

	ITEM 1.	Business		1
	ITEM 1A.	Risk Factors		11
	ITEM 1B.	Unresolved Staff Comments		20
	ITEM 2.	Properties		21
	ITEM 3.	Legal Proceedings		21
	ITEM 4.	Mine Safety Disclosures		21

PART II				21

	ITEM 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21
	ITEM 6.	Selected Financial Data		23
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
	ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		30
	ITEM 8.	Financial Statements and Supplementary Data		31
	ITEM 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		31
	ITEM 9A.	Controls and Procedures		31
	ITEM 9B.	Other Information		32

PART III				32

	ITEM 10.	Directors, Executive Officers and Corporate Governance		32
	ITEM 11.	Executive Compensation		35
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		37
	ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		38
	ITEM 14.	Principal Accounting Fees and Services		38

PART IV				39

	ITEM 15.	Exhibits and Financial Statement Schedules		39

SIGNATURES				41

PART I

ITEM 1. BUSINESS

Our Company Overview

HDC is a pattern recognition company that uses advanced mathematical techniques to analyze large amounts of data to uncover patterns that might otherwise be undetectable. The Company operates primarily in the field of molecular diagnostics where such tools are critical to scientific discovery. The terms artificial intelligence and machine learning are sometimes used to describe pattern recognition tools.

HDC’s mission is to use its patents, intellectual prowess, and clinical partnerships principally to identify patterns that can advance the science of medicine, as well as to advance the effective use of our technology in other diverse business disciplines, including the high-tech, financial, and healthcare technology markets.

Our historical foundation lies in the molecular diagnostics field where we have made a number of discoveries that may play a critical role in developing more personalized approaches to the diagnosis and treatment of certain diseases. However, our SVM assets in particular have broad applicability in many other fields. Intelligently applied, HDC’s pattern recognition technology can be a portal between enormous amounts of otherwise undecipherable data and truly meaningful discovery.

Our Company’s principal asset is its intellectual property which includes advanced mathematical algorithms called Support Vector Machines (SVM) and Fractal Genomic Modeling (FGM), as well as biomarkers that we discovered by applying our SVM and FGM techniques to complex genetic and proteomic data. Biomarkers are biological indicators or genetic expression signatures of certain disease states. Our intellectual property is protected by more than 90 patents that have been issued or are currently pending around the world.

Our business model has evolved over time to respond to business trends that intersect with our technological expertise and our capacity to professionally manage these opportunities. In the beginning, we sought only to use our SVMs internally in order to discover and license our biomarker signatures to various diagnostic and pharmaceutical companies. Today, our commercialization efforts include: utilization of our discoveries and knowledge to help develop diagnostic and prognostic predictive tests; licensure of the SVM and FGM technologies directly to diagnostic companies; and, the formation of new ventures with domain experts in other fields where our pattern recognition technology holds commercial promise.

Our Technology

HDC owns a patent portfolio of machine learning technology, including certain pioneer patents on SVM. We also have consulting arrangements with clinical specialists and mathematicians responsible for developing our SVM patents for the analysis of data.

The Company’s SVM technology is commonly considered within the context of artificial intelligence. This is a branch of computer science concerned with giving computers the ability to perform functions normally associated with human intelligence, such as reasoning and optimization through experience. Machine learning is a type of artificial intelligence that enables the development of algorithms and techniques that allow computers to learn. Pattern recognition is machine learning with a wide spectrum of applications including medical diagnosis, bioinformatics, classifying DNA sequences, detecting credit card fraud, stock market analysis, object recognition in computer vision, and robotics.

Support Vector Machines Overview

Support Vector Machines (“SVMs”) are mathematical algorithms that allow computers to sift through large, complex datasets to identify patterns. SVMs are known for their ability to discover hidden relationships in these complex datasets. With the ability to handle what is known as infinite dimensional space, SVMs are broadly considered to be an improvement to neural networks and other mathematical techniques. SVM is a core machine learning technology with strong theoretical foundations and excellent empirical successes.

With their introduction in 1992, SVMs marked the beginning of a new era in the learning from examples paradigm in artificial intelligence. Rooted in the Statistical Learning Theory developed by Professor Vladimir Vapnik, SVMs quickly gained attention from the math and science communities due to a number of theoretical and computational merits. This development advanced a new framework for modeling learning algorithms. Within this framework, the fields of machine learning and statistics were merged introducing powerful algorithms designed to handle the difficulties of prior computational techniques.

The generation of learning algorithms that were developed based on this theory has proved to be remarkably resistant to the problems imposed by noisy data and high dimensionality. They are computationally efficient, have an inherent modular design that simplifies their implementation and analysis and allows the insertion of domain knowledge, and, more importantly, they have theoretical guarantees about their generalization ability. SVMs have been validated in hundreds of independent academic publications and presentations. In recognition for his work, Professor Vapnik received the prestigious Alexander von Humboldt Prize from the German government honoring foreign scientists and scholars for lifetime achievement.

SVMs have become widely established as one of the leading approaches to pattern recognition and machine learning worldwide and are replacing neural networks in a variety of fields, including engineering, information retrieval and bioinformatics. This technology has been incorporated into product and research applications by many biomedical, pharmaceutical, software, computer and financial companies. Educational and research institutions throughout the world have successfully applied SVMs to a wide array of applications, including gene and protein expression analysis, medical image analysis, flow cytometry, and mass spectrometry.

Recursive Feature Elimination - Support Vector Machine Overview

Recursive Feature Elimination (RFE-SVM) is an application of SVM that was created by members of HDC’s science team to find discriminate relationships within clinical datasets, as well as within gene expression and proteomic datasets created from micro-arrays of tumor versus normal tissues. In general, SVMs identify patterns – for instance, a biomarker/genetic expression signature of a disease. The RFE-SVM utilizes this pattern recognition capability to identify and rank order the data points that contribute most to the desired results. The Company believes that its six RFE-SVM patents are currently the only RFE patents properly issued in the world.

Using RFE-SVM, we have been able to access information in micro-array datasets that the most advanced bioinformatics techniques missed. In one micro-array experiment, RFE-SVMs were able to filter irrelevant tissue-specific genes from those related to the malignancy. RFE-SVM has also been used to determine gene expression patterns that correlate to the severity of a disease, not just its existence. It has been shown to improve both diagnosis and prognosis by providing physicians with an enhanced decision tool. HDC scientists believe that these analytic methods are effective for finding genes and proteins implicated in several cancers, as well as in assisting with the pharmacogenetic and toxicological profiling of patients. The RFE-SVM method is also capable of finding those specific genes and proteins that are unhindered by ever-increasing patent protection.

Fractal Genomic Modeling Overview

On September 30, 2003, we acquired the assets of Fractal Genomics, LLC, a company with patented FGM software. The fractal technology is used to find discriminate relationships within clinical datasets as well as within gene expression datasets created from micro-arrays of disease versus normal tissues.

The Fractal Genomic Modeling (“FGM”) data analysis technique has been shown to improve the mapping of genetic pathways involved in the diagnosis and prevention of certain diseases. HDC scientists believe that these analytic methods are effective for finding genes implicated in several cancers, HIV infection, lymphedema, Down’s syndrome, and a host of other diseases, as well as the pharmacogenetic profiling of patients.

FGM technology is designed to study complex networks. A complex network can be made up of genes inside a living organism, web pages on the Internet, stocks within a financial market, or any group of objects or processes that appear to be connected together in some intricate way. FGM uses a new approach toward modeling network behavior to rapidly generate diagrams and software simulations that facilitate prediction and analysis of whatever process is your particular object of study. Two important concepts behind FGM technology are the notions of scale-free networks and self-similarity.

Our Business Activity

NeoGenomics License

On January 6, 2012, we entered into a Master License Agreement (the “NeoGenomics License”) with NeoGenomics Laboratories, Inc. (“NeoGenomics Laboratories”), a wholly-owned subsidiary of NeoGenomics, Inc. (“NeoGenomics”). Pursuant to the terms of the NeoGenomics License, we granted to NeoGenomics Laboratories and its affiliates an exclusive worldwide license to certain of our patents and know-how to use, develop and sell products in the fields of laboratory testing, molecular diagnostics, clinical pathology, anatomic pathology and digital image analysis (excluding non-pathology-related radiologic and photographic image analysis) relating to the development, marketing production or sale of any “Laboratory Developed Tests” or LDTs or other products used for diagnosing, ruling out, predicting a response to treatment, and/or monitoring treatment of any or all hematopoietic and solid tumor cancers excluding cancers affecting the retina and breast cancer. We retain all rights to in-vitro diagnostic (IVD) test kit development.

Upon execution of the NeoGenomics License, NeoGenomics Laboratories paid us $1,000,000 in cash and NeoGenomics issued to us 1,360,000 shares of NeoGenomic’s common stock, par value $0.001 per share, which had a market value of $1,945,000 using the closing price of $1.43 per share for NeoGenomic’s common stock on the OTC Bulletin Board on January 6, 2012. In addition, the NeoGenomics License provides for milestone payments in cash or stock, based on sublicensing revenue and revenue generated from products and services developed as a result of the NeoGenomics License. Milestone payments will be in increments of $500,000 for every $2,000,000 in GAAP revenue recognized by NeoGenomics Laboratories up to a total of $5,000,000 in potential milestone payments. After $20,000,000 in cumulative GAAP revenue has been recognized by NeoGenomics Laboratories, we will receive a royalty of (i) 6.5% (subject to adjustment under certain circumstances) on net revenue generated from all Licensed Uses except for the Cytogenetics Interpretation System and the Flow Cytometry Interpretation System and (ii) a royalty of 50% of net revenue (after the recoupment of certain development and commercialization costs) that NeoGenomics Laboratories derives from any sublicensing arrangements it may put in place for the Cytogenetics Interpretation System and the Flow Cytometry Interpretation System.

NeoGenomics Laboratories agreed to use it best efforts to commercialize certain products within one year of the date of the license, subject to two one-year extensions per product if needed, including a “Plasma Prostate Cancer Test”, a “Pancreatic Cancer Test”, a “Colon Cancer Test”, a “Cytogenetics Interpretation System”, and a “Flow Cytometry Interpretation System.” In January 2013, NeoGenomics informed the Company of its intent to continue under the terms of the license and therefore extend the license for the first of its one-year extensions discussed above.

If NeoGenomics Laboratories has not generated $5.0 million of net revenue from products, services and sublicensing arrangements within five years, we may, at our option, revoke the exclusivity with respect to any one or more of the initial licensed products, subject to certain conditions.

The Company believes our relationship with NeoGenomics is instrumental in our medical and diagnostic testing development. We further believe the majority, if not all, of our applications in the medical field will be done in conjunction with NeoGenomics.

Prostate Cancer

HDC has identified, patent-protected and licensed a genetic biomarker signature that identifies clinically significant high grade prostate cancer cells based on analysis of tissue samples. Upon the achievement of successful validation, the Company’s test may be used to analyze patients with elevated PSA or abnormal rectal exams, with negative biopsy results to determine if there is genomic evidence of grade three or higher cancer cells present in biopsy tissue, indicating the presence of a cancer potentially missed by the biopsy.

On July 31, 2007, we entered into an alliance and licensing agreement with Clarient, Inc. (acquired by GE Healthcare) for development of a new molecular diagnostic test for prostate cancer based on our discovered prostate cancer biomarker signature. During 2008, the Company and Clarient successfully completed all phases of the clinical trial process with the hope of achieving the statistical significance necessary to validate the ability to commercialize a test. Results from the Phase I, Phase II and Phase III double-blinded clinical validation studies were completed at Clarient and published in the peer reviewed journal UroToday International. These results demonstrated a high success rate for identifying the presence of Grade 3 or higher prostate cancer cells (clinically significant cancer), as well as normal BPH (benign prostatic hyperplasia) cells. Clarient has not yet reported any commercial sales with this test. Clarient has not been actively marketing the 4-gene prostate cancer test. While the agreement currently remains in effect, the Company does not anticipate any commercialization from this licensing agreement with Clarient.

On January 30, 2009, we entered into a license agreement with Abbott Molecular Inc. (“Abbott”), pursuant to which, among other things, the Company granted Abbott a worldwide, exclusive, royalty-bearing license for in-vitro diagnostic rights to develop and commercialize reagent test kits for the Company’s prostate cancer molecular diagnostic tests in both biopsy tissue and urine. We also granted Abbott a worldwide royalty bearing, co-exclusive license (co-exclusive with Quest Diagnostics Incorporated “Quest”) for developing and commercializing a laboratory developed urine based molecular diagnostic test (“LDT”) for clinically significant prostate cancer.

We completed the Abbott clinical trial for Phase 1 and 2 of the urine prostate cancer test validation process. However, Abbott did not pay the corresponding $250,000 milestone payment and the Company has subsequently relinquished any rights to this milestone payment. In addition, we completed all clinical laboratory genomic testing on the clinical trial specimens at MD Anderson Cancer Center. We met with and submitted all of our results to Abbott for their independent analysis. Abbott asked to see additional study results from other testing sites. The Company attempted to gather this information for Abbott. Due to confidentiality issues, the Company was unable to share this clinical data with Abbott. Abbott decided to not proceed with the development of the test. As a result, the Company terminated the agreement effective September 28, 2012.

On January 30, 2009, we entered into a license agreement with Quest pursuant to which the Company granted to Quest a non-exclusive, royalty bearing license for developing and commercializing a urine-based LDT for clinically significant prostate cancer.

Quest completed the urine prostate cancer test clinical trial and all clinical laboratory genomic testing on the clinical trial specimens. The clinical trial was un-blinded and the patient information has been supplied to Quest. Quest did not respond to our repeated requests to move forward on the LDT development of the 4-gene urine test. As a result, the Company terminated the agreement effective September 28, 2012.

Breast Cancer

HDC licensed its two breast cancer diagnostic technologies (MammoSIGHT, for detecting malignancy in mammograms and MetastaSIGHT, for identifying circulating tumor cells in the blood) to Smart Personalized Medicine, LLC (“SPM”) pursuant to a license agreement in exchange for a 15% equity interest in SPM and a per test royalty up to 7.5% based on net proceeds received from the sale of a breast cancer prognostic test other than by Quest. HDC’s patented technology can be used within all diagnostic imaging radiology techniques, including PET scans, CT scans, and MRIs.

On March 11, 2010, the Company, Quest and SPM entered into a Development Agreement (the “Quest Development Agreement”) pursuant to which the Company and SPM was to assist Quest in the development of new laboratory tests for aiding in the selection of breast cancer therapies. The Company, SPM and Quest also entered a related Licensing Agreement (the “Quest License”).

Pursuant to the Quest License, SPM granted to Quest a co-exclusive (with SPM) sublicense to utilize the licensed patent rights to the extent necessary to enable Quest to develop products and perform the validation work under the Quest Development Agreement. Quest has the right to use SPM’s Breast Cancer Database developed in association with an academic cancer center (the “Database”). In consideration for the license, Quest has separately made payments to SPM and HDC. The payments included a $500,000 “License Fee”, which has been paid in full.

In consideration for our efforts under the Quest Development Agreement, Quest also agreed to pay us $375,000 in development fees of which $291,662 was received by HDC, with $83,338 remaining unpaid. The Company has subsequently relinquished any rights to this remaining unpaid balance.

Under the terms of the Quest Development Agreement, SPM was to provide the Database containing certain specific sample requirements within the Database. SPM was unable to deliver the Database required by Quest. A collaborative effort between SPM and HDC was undertaken at the MD Anderson Cancer Center (“MDACC”) in Houston, Texas. The Principal Investigator at MDACC completed the review of the breast cancer tissue blocks maintained in the tissue repository, to identify those subjects who meet the inclusion criteria for the study. The Company entered into discussions with SPM regarding its plans for the development of this test and the outstanding issues related to the agreement. The Company decided there was not a way to proceed forward with Quest and terminated the Quest License and Quest Development Agreement effective September 28, 2012.

Pancreatic Cancer

In February 2010, the Company entered into an agreement with the Pancreas, Biliary and Liver Surgery Center of New York (the “Pancreas Center”) to develop new molecular diagnostic tests for the early detection of pancreatic cancer. The Pancreas Center is under the leadership of Drs. Michael Wayne, Franklin Kassim and Avram Cooperman. Under the terms of the agreement, the Pancreas Center was to provide all specimens from their collected specimen banks, specimens on all new patients and all associated clinical and outcomes data. The specimens were to include tissue, blood and urine.

At the conclusion of the agreement term, approximately 30 paraffin block samples were collected. Those samples have been forwarded to NeoGenomics Laboratories as a part of the NeoGenomics License. In addition, the Company has licensed final development rights to the pancreatic cancer test to NeoGenomics Laboratories.

Benign Prostatic Hyperplasia (BPH)

BPH is a non-cancerous enlargement of the prostate gland that occurs as men age. The enlargement often leads to obstruction in the flow of urine through the urethra that passes through the prostate gland. BPH is a common condition, representing a global treatment market of almost $4 billion annually growing by 12% per year in fixed-rate US dollar terms. According to the National Institutes of Health (NIH), BPH affects more than 50% of men over age 60 and as many as 90% of men over the age of 70. While BPH does not cause prostate cancer, both may be found together.

HDC has identified and described in a pending patent application a subset of genes that separates benign prostatic hyperplasia (BPH) from prostate cancer with a high degree of accuracy. This same set of genes also separated BPH from normal tissue patterns, indicating that BPH is a disease with molecular characteristics of its own. This discovery could be used to develop a new non-invasive diagnostic test for BPH, which does not currently exist, as well as a completely new type of therapy for patients with this disease.

We have identified fifty gene biomarkers representing 5 gene pathways involved with the development of benign prostatic hypertrophic disease (BPH). All of these protein products of the genes are known to be secreted into the circulation or are highly likely to be secreted proteins from prostatic cells. This blood protein test may be useful as companion diagnostic for use in clinical trials of new drug treatments. The Company may attempt to license this BPH test to a third party diagnostic or pharmaceutical company.

Colon Cancer

HDC has identified and patent-protected colon cancer-specific biomarkers that can be used in the development of diagnostic assays for cancer detection, disease discrimination, and even a potential vaccine. The aim of this early biomarker discovery project was to define the gene expression patterns associated with colon cancer. Our RFE-SVM served as an effective tool for sifting through the voluminous data of thousands of measurements to highlight only those genes that optimally contributed to the study focus. The Company has licensed final development rights to the colon cancer test to NeoGenomics.

Melanoma

In July 2011, we announced the launch of our melanoma/skin cancer mobile phone application, MelApp, which enables customers to take a picture of a mole, lesion or birthmark, send it to HDC, and receive a risk assessment for melanoma and other skin cancer on their mobile phone. This first-ever melanoma/skin cancer mobile phone application using our SVM technology employs sophisticated image analysis techniques using patent protected algorithms for evaluating moles, lesions and birthmarks. We selected Apple’s iPhone as our initial mobile platform and focused on tuning image capture and analysis capabilities for skin lesions and moles for that platform. In early 2012, the Company expanded to the Android platform. The Company receives a portion of revenue from the download fee charged by Apple and Google, however the revenue from MelApp has been negligible to date. Furthermore, the Company does not expect to realize any significant revenue in the future from selling MelApp via Apple or Google.

Flow Cytometry, Cytogenetics, and Pap smear Imaging

Management believes that our efforts to develop an SVM-based diagnostic test to help interpret flow cell cytometry data for myelodysplastic syndrome (pre-leukemia) has resulted in a successful proof of concept. The Company is pleased with the development progress to date, and the Company, along with NeoGenomics, is now capable of completing development, final validation and commercialization of the new diagnostic test for the interpretation of flow cytometry data. This test has been licensed to NeoGenomics for final development.

The Company, along with NeoGenomics, is currently developing a software tool for the computer assisted analysis of chromosome abnormalities, referred to as cytogenetic analysis, using pattern recognition combined with image analysis techniques. Innovative techniques for image processing are being developed to address the challenges in the cytogenetics product, which is to properly accommodate the variability of the chromosome images while retaining sensitivity to recognize subtle abnormalities in the chromosomes. The preprocessing techniques are designed to improve the performance of the subsequent SVM learning system. Performance data from the test will be collected and analyzed to guide the further improvements of the system. The Company has licensed final development rights to the flow cytometry and cytogenetics tests to NeoGenomics. The Company is working with NeoGenomics for development, validation and commercialization of this new image analysis tool for cytogenetic analysis.

We have developed a set of sophisticated image processing operations to isolate the potentially abnormal cells in a high resolution digitized Pap smear image. Features relevant to the recognition problem can be extracted from the segmented cells. A set of fundamental geometrical, statistical, and topological features have been defined. These features can be used to facilitate SVM training, with other high level classification systems. The data generated to date supports the development a laboratory developed test (LDT) for the interpretation of Pap smear images. The Company has licensed final development rights to the pap smear imaging test to NeoGenomics.

SVM Capital, LLC

In January 2007, SVM Capital, LLC (“SVM Capital”) was formed as a joint venture between HDC and Atlantic Alpha Strategies, LLC (“Atlantic Alpha”) to explore and exploit the potential applicability of our SVM technology to quantitative investment management techniques. Atlantic Alpha’s management has over thirty years of experience in commodity and futures trading. Atlantic Alpha reports that the SVM technology is now working well in two distinct investment areas.

First, it is being applied to price data. Utilizing open, high, close, low and volume SVM utilizes an 85 dimensional space to make future predictions. This price driven model is using fifty exchange traded funds (ETFs) which give it a global perspective. Much testing and refinement of this model has been accomplished and is being used for trading by Atlantic Alpha.

Second, Atlantic Alpha is applying SVM technology to quarterly fundamental corporate data such as sales, earning and projected earnings. SVM is utilized to separate stocks which should outperform and underperform in the next quarter based on current data. This application of SVM technology allows the creation of four equity portfolios: Large Capital, Mid Capital, Small Capital, and a Large Capital Long & Short. Atlantic Alpha has hired Kurt Kaltreider, Ph.D., who is regarded as one of the best fundamental analyst of his generation. We have taken Dr. Kaltreider’s formulas for examining fundamental data and refined them with SVM technology. The result of this marriage of two distinct technologies has a strong proforma history and is currently being used for trading by Atlantic Alpha.

Employees

On December 31, 2012, we had 5 full time employees.

Website Address

Our corporate website address is www.HealthDiscoveryCorp.com. To view our public filings from the home page, select the “Display SEC Filings” tab followed by “SEC Filings.” This is a direct link to our filings with the Securities and Exchange Commission (“SEC”), including but not limited to our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports. These reports are accessible soon after we file them with the SEC.

Governmental Regulation

Our business plan involves Biomarker Discovery in the field of molecular diagnostics. This early discovery process does not involve any governmental regulations or approvals. If we are successful in licensing our discoveries to other companies, FDA approvals may be required before the ultimate product may be sold to consumers. Our current plan is to require the companies licensing our discoveries or technologies to be responsible for the costs involved in such approvals. If we are not successful in licensing these discoveries on these terms or choose to take these discoveries to market ourselves, we may then be subject to applicable FDA regulations and would then bear the costs of such approvals.

We know of no current governmental regulations that will materially affect the Company’s current operations or products. However, if the FDA changes its current position, and decides to regulate laboratory developed tests (LDT’s) currently regulated by CLIA certification, this could materially affect the development costs and commercialization timelines for our products.

Intellectual Property

In connection with the SVM Acquisition, we obtained rights to the intellectual property within the “SVM portfolio” that currently consists of fifty-seven (57) patents which were or have since issued as well as twenty-one (21) other patent applications that are pending in the U.S. and elsewhere in the world. The issued patents and pending applications in the SVM portfolio to date, including new applications that we have filed since acquiring the original intellectual property are:

Patent/Application No.	Title	Expiration Date

U.S. Patent No. 6,128,608	Enhancing Knowledge Discovery Using Multiple Support Vector Machines	05/01/2019

U.S. Patent No. 6,157,921	Enhancing Knowledge Discovery Using Support Vector Machines in a Distributed Network Environment	05/01/2019

U.S. Patent No. 6,427,141	Enhancing Knowledge Discovery Using Multiple Support Vector Machines.	05/01/2019

U.S. Patent No. 6,658,395	Enhancing Knowledge Discovery from Multiple Data Sets Using Multiple Support Vector Machines.	05/01/2019

U.S. Patent No. 6,714,925	System for Identifying Patterns in Biological Data Using a Distributed Network.	05/01/2019

U.S. Patent No. 6,760,715	Enhancing Biological Knowledge Discovery Using Multiple Support Vector Machines.	05/01/2019

U.S. Patent No. 6,789,069	Method of Identifying Patterns in Biological Systems and Method of Uses.	05/01/2019

U.S. Patent No. 6,882,990	Method of Identifying Biological Patterns Using Multiple Data Sets.	05/01/2019

U.S. Patent No. 6,944,602	Spectral Kernels for Learning Machines	02/19/2023

U.S. Patent No. 6,996,542	Computer-Aided Image Analysis	04/21/2021

U.S. Patent No. 7,117,188	Methods of Identifying Patterns in Biological Systems and Uses Thereof	05/01/2019

U.S. Patent No. 7,299,213	Method of Using Kernel Alignment to Extract Significant Features from a Large Dataset	03/01/2022

U.S. Patent No. 7,318,051	Methods for Feature Selection in a Learning Machine	02/25/2021

U.S. Patent No. 7,353,215	Kernels and Methods for Selecting Kernels for Use in a Learning Machine	05/07/2022

Patent/Application No.	Title	Expiration Date

U.S. Patent No. 7,383,237	Computer-Aided Image Analysis	11/04/2019

U.S. Patent No. 7,444,308	Data Mining Platform for Bioinformatics	08/07/2020

U.S. Patent No. 7,475,048	Pre-Processed Feature Ranking for a Support Vector Machine	08/07/2020

U.S. Patent No. 7,542,947	Data Mining Platform for Bioinformatics and Other Knowledge Discovery	08/07/2020

U.S. Patent No. 7,542,959	Feature Selection Using Support Vector Machine Classifier	05/01/2019

U.S. Patent No. 7,617,163	Kernels and Kernel Methods for Spectral Data	11/9/2021

U.S. Patent No. 7,624,074	Methods for Feature Selection in a Learning Machine	08/07/2020

U.S. Patent No. 7,676,442	Selection of Features Predictive of Biological Conditions Using Protein Mass Spectrographic Data	08/07/2020

U.S. Patent No. 7,778,193	Kernels and Methods for Selecting Kernels for Use in a Learning Machine	05/07/2022

U.S. Patent No. 7,797,257	System for Providing Data Analysis Services Using a Support Vector Machine for Processing Data Received from a Remote Source	05/01/2019

U.S. Patent No. 7,805,388	Method for Feature Selection in a Support Vector Machine Using Feature Ranking	08/07/2020

U.S. Patent No. 7,890,445	Model Selection for Cluster Data Analysis	06/08/2024

U.S. Patent No. 7,921,068	Data Mining Platform for Knowledge Discovery from Heterogeneous Data Types and/or Heterogeneous Data Sources	05/20/2022

U.S. Patent No. 7,970,718	Feature Selection and for Evaluating Features Identified as Significant for Classifying Data	08/07/2020

U.S. Patent No. 8,008,012	Biomarkers Downregulated in Prostate Cancer	01/24/2022

U.S. Patent No. 8,095,483	Support Vector Machine-Recursive Feature Elimination (SVM-RFE)	08/07/2020

U.S. Patent No. 8,126,825	Method for Visualizing Feature Ranking of a Subset of Features for Classifying Data Using a Support Vector	05/20/2022

U.S. Patent No. 8,209,269	Kernels for Identifying Patterns in Datasets Containing Noise or Transformation Invariance	05/07/2022

U.S. Patent No. 8,275,723	System for Providing Data Analysis Services Using a Support Vector Machine for Processing Data Received from a Remote Source	05/01/2019

U.S. Patent No. 8,293,461	Biomarkers Downregulated in Prostate Cancer	01/24/2022

Australian Patent No. 764897	Pre-processing and Post-processing for Enhancing Knowledge Discovery Using Support Vector Machines.	05/01/2019

Canadian Patent No. 2,330,878	Pre-Processing and Post-Processing for Enhancing Knowledge Discovery Using Support Vector Machines	05/01/2019

European Patent No. 1082646	Pre-Processing and Post-Processing for Enhancing Knowledge Discovery Using Support Vector Machines	05/01/2019

German Patent No. 69943664.8	Pre-Processing and Post-Processing for Enhancing Knowledge Discovery Using Support Vector Machines	05/01/2019

Patent/Application No.	Title	Expiration Date

Indian Patent No. 212978	Pre-Processing and Post-Processing for Enhancing Knowledge Discovery Using Support Vector Machines	05/01/2019

South African Patent No. 00/7122	Pre-processing and Post-processing for Enhancing Knowledge Discovery Using Support Vector Machines.	05/01/2019

Australian Patent No. 780050	Enhancing Knowledge Discovery from Multiple Data Sets Using Multiple Support Vector Machines.	05/24/2020

Canadian Patent No. 2,371,240	Enhancing Knowledge Discovery from Multiple Data Sets Using Multiple Support Vector Machines	05/24/2020

Chinese Patent No. ZL00808062.3	Enhancing Knowledge Discovery from Multiple Data Sets Using Multiple Support Vector Machines.	05/24/2020

European Patent No. 1192595	Enhancing Knowledge Discovery from Multiple Data Sets Using Multiple Support Vector Machines.	05/24/2020

German Patent No. DE60024452.0-08	Enhancing Knowledge Discovery from Multiple Data Sets Using Multiple Support Vector Machines.	05/24/2020

Australian Patent No. 779635	Method of Identifying Patterns in Biological Systems and Method of Uses.	10/27/2020

Canadian Patent No. 2,388,595	Method of Identifying Patterns in Biological Systems and Method of Uses	08/07/2020

Australian Patent No. 2002243783	Computer Aided Image Analysis	01/23/2022

Canadian Patent No. 2,435,290	Computer Aided Image Analysis	01/23/2022

European Patent No.1356421	Computer Aided Image Analysis	01/23/2022

Japanese Patent No. 3947109	Computer Aided Image Analysis	01/23/2022

Australian Patent No. 2002253879	Methods of Identifying Patterns in Biological Systems and Uses Thereof	01/24/2022

Canadian Patent No. 2,435,254	Methods of Identifying Patterns in Biological Systems and Uses Thereof	01/24/2022

Japanese Patent No. 4138486	Methods of Identifying Patterns in Biological Systems and Uses Thereof	01/24/2022

European Patent No. 1459235	Methods of Identifying Patterns in Biological Systems and Uses Thereof	01/24/2022

European Patent No. 2296105	Pre-Processing and Post-Processing for Enhancing Knowledge Discovery Using Support Vector Machines	05/01/2019

German Patent No. 69943664.8	Pre-Processing and Post-Processing for Enhancing Knowledge Discovery Using Support Vector Machines	05/01/2019

European Publication No. 1236173	Method of Identifying Patterns in Biological Systems and Method of Uses	08/07/2020

European Publication No. 2357582	Method of Identifying Patterns in Biological Systems and Method of Uses	08/07/2020

Japanese Application No. 2001-534088	Method of Identifying Patterns in Biological Systems and Methods of Uses	08/07/2020

U.S. Patent Publication No. 2005/0165556	Colon Cancer-Specific Markers	05/01/2019

U.S. Patent Publication No. 2011/0106735	Recursive Feature Elimination Method Using Support Vector Machines	05/01/2019

Patent/Application No.	Title	Expiration Date

U.S. Patent Publication No. 2010/0205124	Support Vector Machine-Based Method for Analysis of Spectral Data	08/07/2020

U.S. Patent Publication No. 2011/0125683	Identification of Co-Regulation Patterns by Unsupervised Cluster Analysis of Gene Expression Data	05/17/2022

U.S. Patent Publication No. 2010/0256988	System for Providing Data Analysis Services Using a Support Vector Machine for Processing Data Received from a Remote Source	05/01/2019

U.S. Application No. 13/418,291	Biomarkers for Screening, Predicting, and Monitoring Benign Prostate Hyperplasia	01/24/2022

U.S. Patent Publication No. 2009/0215024	Biomarkers Upregulated in Prostate Cancer	01/24/2022

U.S. Patent Publication No. 2009/0286240	Biomarkers Overexpressed in Prostate Cancer	01/24/2022

U.S. Patent Publication No. 2009/0215058	Methods for Screening, Predicting and Monitoring Prostate Cancer	01/24/2022

European Publication No. 2373816	Methods for Screening, Predicting and Monitoring Prostate Cancer	12/04/2029

U.S. Patent Publication No. 2009/0226915	Methods for Screening, Predicting and Monitoring Prostate Cancer	01/24/2022

U.S. Patent Publication No. 2009/0204557	Method and System for Analysis of Flow Cytometry Data Using Support Vector Machines	02/08/2029

Australian Application No. 2009212193	Method and System for Analysis of Flow Cytometry Data Using Support Vector Machines	02/08/2029

Chinese Application No. 200980110847.2	Method and System for Analysis of Flow Cytometry Data Using Support Vector Machines	02/08/2029

European Application No. 09709037.7	Method and System for Analysis of Flow Cytometry Data Using Support Vector Machines	02/08/2029

Indian Application No. 5526/CHENP/2010	Method and System for Analysis of Flow Cytometry Data Using Support Vector Machines	02/08/2029

Japanese Application No. 2010-546084	Method and System for Analysis of Flow Cytometry Data Using Support Vector Machines	02/08/2029

U.S. Patent Publication No. 2012/0008838	System and Method for Remote Melanoma Screening	05/01/2019

HDC also owns intellectual property rights in U.S. patents covering the FGM technology. The FGM portfolio includes two issued patents, which are:

Patent/Application No.	Title	Expiration Date

U.S. Patent No. 6,920,451	Method for the Manipulation, Storage, Modeling, Visualization and Quantification of Datasets.	01/19/2021

U.S. Patent No. 7,366,719	Method for the Manipulation, Storage, Modeling, Visualization and Quantification of Datasets	01/19/2021

Our Competition

HDC conducts its business principally in the diagnostics industry in the field of Biomarker Discovery and image analysis. The diagnostics industry is highly fragmented, competitive and evolving. There is intense competition among countless healthcare, biotechnology and diagnostics companies attempting to discover potential new diagnostic products. These companies may:

	●	develop new diagnostic products before we or our collaborators;
	●	develop diagnostic products that are more effective or cost-effective than those developed by us or our collaborators; or
	●	obtain patent protection or other intellectual property rights that would limit the ability to develop and commercialize, or a customers’ ability to use, our or our collaborators’ diagnostic products.

The Company competes with companies in the United States and abroad that are engaged in the development and commercialization of diagnostic tests that utilize biomarker discovery and CAD image analysis techniques. These companies may develop products that are competitive with and/or perform the same or similar to the products offered by us or our collaborators. Also, clinical laboratories may offer testing services that are competitive with the products sold by us or our collaborators. The testing services offered by clinical laboratories may be easier to develop and market than test kits developed by us or our collaborators because the testing services are not subject to the same clinical validation requirements that are applicable to FDA-cleared or approved diagnostic test kits.

While a number of companies perform biomarker discovery, we believe that our SVM and FGM technologies give us a distinct advantage over competing technologies. Neither classical statistical analysis nor neural networks (the competing technologies) can effectively handle the large amounts of inputs necessary to produce fully validated biomarkers like the Company’s technology.

Customers and Licensees

On January 6, 2012, we entered into the NeoGenomics License pursuant to which we granted to NeoGenomics Laboratories and its affiliates an exclusive worldwide license to certain of our patents and know-how to use, develop and sell products in the fields of laboratory testing, molecular diagnostics, clinical pathology, anatomic pathology and digital image analysis (excluding non-pathology-related radiologic and photographic image analysis) relating to the development, marketing production or sale of any “Laboratory Developed Tests” or LDTs or other products used for diagnosing, ruling out, predicting a response to treatment, and/or monitoring treatment of any or all hematopoietic and solid tumor cancers excluding cancers affecting the retina and breast cancer. See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosure regarding our activities with NeoGenomics.

We have produced sales, licensing, and developmental revenue since 2005 through agreements with several customers and licensees. In 2009, we entered into strategic alliance and licensing agreements with Abbott and Quest for commercialization of a new molecular diagnostic test for prostate cancer based on our discovered prostate cancer biomarker signature. The Company cancelled these license agreements in September 2012. In July 2008, we entered into a development and license agreement for the collaborative development and commercialization of SVM-based computer assisted diagnostic tests with DCL Laboratories (“DCL”) for the independent detection of ovarian, cervical and endometrial cancers. However, in the first quarter of 2010, due to a shift in strategic direction, we mutually terminated the license with DCL. In March 2010, we licensed the use of our SVM technology to SPM to develop a superior breast cancer prognostic test. See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosure regarding these licensing activities.

ITEM 1A. RISK FACTORS

This annual report on Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, all statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate will or may occur in the future, including but not limited to statements regarding the successful implementation of our services, business strategies and measures to implement such strategies, competitive strengths, expansion and growth of our business and operations, references to future success, the ability of the Company to utilize its SVM and FGM assets and other intellectual property to identify biomarkers which can be used in diagnostic tests, the ability to enter into agreements with strategic partners for the development and commercialization of diagnostic tests, the ability of the Company to develop a product line, the ability to achieve profitability, about anticipated size of the market for diagnostic tests, the capabilities of molecular diagnostic tests, regarding working with our collaborators resulting in revenue for the Company, the sufficiency of our liquidity and capital resources, and other such matters. All such statements are forward-looking statements and are based on the beliefs of, assumptions made by and information currently available to our management. The words “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plan” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements may involve uncertainties and other factors that may cause the actual results and performance of our company to be materially different from future results or performance expressed or implied by such statements.

The cautionary statements set forth in this “Risk Factors” section and elsewhere in this annual report identify important factors with respect to such forward-looking statements, including certain risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Among others, factors that could adversely affect actual results and performance include failure to successfully develop a profitable business, delays in identifying and enrolling customers, the inability to retain a significant number of customers, effectiveness and execution of licensing efforts, our ability to employ and retain key employees and experienced scientists, our access to tissue samples, loss of the ability to use certain patent rights, the inability to continue to protect our proprietary information, competitive conditions, our ability to remain competitive in a rapidly changing technological environment, acceptance of our products by the market, volatility in U.S. and global stock markets generally and in our stock price specifically, potential shareholder claims which could result in substantial dilution to our shareholders, economic conditions generally, the effect of current difficulties in the credit markets on our business, factors beyond our control, including, but not limited to, catastrophes (both natural and man-made), earthquakes, floods, fires, explosions, acts or terrorism or war, and the risks identified elsewhere in this report. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement. All forward looking statements and cautionary statements included in this report are made as of the date hereof based on information available to us, and we assume no obligation to update any forward looking statement or cautionary statement.

Risks Related to Our Business

Our financial statements have been prepared on a going concern basis.

We have prepared our financial statements on a “going concern” basis which presumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future.

Our ability to continue as a going concern is dependent upon our licensing arrangements with third parties, achieving profitable operations, obtaining additional financing and successfully bringing our technologies to the market. The outcome of these matters cannot be predicted at this time. Our financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that might be necessary should we be unable to continue in business.

If the going concern assumption was not appropriate for our financial statements then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments may be material.

At December 31, 2012 we had $171,424 cash on hand along with NeoGenomics Stock for sale worth $1,716,160 and our current monthly cash expenses were approximately $185,000. As a result, the Company believes cash will be depleted by the end of 2013. See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosure regarding our liquidity and capital resources.

We are a developing business and a high-risk company.

We are a high-risk company in a volatile industry. In September 2003, we completely changed the focus of our business from wireless telecommunications to biotechnology. Investors should recognize that an investment in our company is risky and highly speculative. We are a developing business, and our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Failure to implement and execute our business and marketing strategy successfully, to provide superior customer service, to respond to competitive developments and to integrate, retain and motivate qualified personnel could have a material adverse effect on our business, results of operations and financial condition. We must successfully overcome these and other business risks.

We may incur future losses, and we may never achieve or sustain profitability.

Our expenses are expected to exceed our income until we successfully complete transactions resulting in significant revenue. Accordingly, our capital will be decreased to pay these operating expenses. If we ever become profitable, of which there is no assurance that we can, from time to time our operating expenses could exceed our income and thus our capital will be decreased to pay these operating expenses. We may never achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability.

We may need additional financing.

If we are unable to generate sufficient revenue, additional proceeds may be required to finance our activities. We cannot assure prospective investors that we will not need to raise additional capital or that we would be able to raise sufficient additional capital on favorable terms, if at all. There can be no assurance that additional financing will be available, if required, on terms acceptable to us. If we fail to raise sufficient funds or do not increase our revenues from licensing our technology or performing services, we may have to cease operations or materially curtail our business operations. If we raise additional capital by issuing equity securities, our stockholders may experience dilution. If we raise additional funds through collaboration and licensing arrangements, we may be required to relinquish some rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us.

A significant portion of our net revenues will be paid as either a Special Dividend to the holders of the Series B Preferred Stock or to our senior management in bonuses.

Subject to the limitations set forth in the Amended and Restated Articles of Amendment to Articles of Incorporation and applicable law, as long as the Series B Preferred Stock (the “Series B Preferred Stock”) remain outstanding, the Company must pay the holders of the Series B Preferred Stock a special dividend (the “Special Dividend”) equal to 15% of the Company’s “Net Revenues.” Company Net Revenues will include, but not be limited to, revenue derived from development fees, license fees and royalties paid to the Company and revenue collected as a result of the sale of any asset of the Company or distributions from SVM Capital, LLC, but will not include the proceeds of any capital infusions from the exercise of outstanding options or warrants or as a result of any capital raise undertaken by the Company. At any time following the issuance of the Series B Preferred Stock, the Company may satisfy the Special Dividend in its entirety if the aggregate payments made to the Series B Holders are equal to that value which provides an internal annual rate of return of twenty percent (20%) on the Series B Preferred Stock. The maximum Special Dividend to be paid each year shall be the aggregate Series B Original Issue Price, and no amounts in excess of such amount shall accrue or carry-over to subsequent years. The shares of our Series B Preferred Stock also accrue dividends at the rate of 10% per year, which must be paid by the fifth anniversary of the issuance of such shares either by the Company’s issuance of the number of shares of Common Stock equal to such accrued dividends divided by the average closing price of the Company’s Common Stock during the prior ten business days or by the payment of cash, as the Company may determine in its sole discretion.

Additionally, the Company may pay additional bonuses out of such revenue to senior management. The payment of the Special Dividend and any bonuses to management will reduce the amount of cash able to be used to fund our operations, to pay dividends to holders of our Common Stock and to otherwise distribute to holders of our Common Stock upon a sale or liquidation. The payment of the Special Dividend and any bonuses to management will reduce the amount of cash able to be used to fund our operations, to pay dividends to holders of our common stock and to otherwise distribute to holders of our common stock upon a sale or liquidation.

Our operating results are unpredictable and may fluctuate significantly from period to period, which may cause our stock price to decline and result in losses to investors.

Our operating results may vary from period to period due to numerous factors, many of which are outside our control, including the number, timing and acceptance of our services. Factors that may cause our results to vary by period include:

●	payments of milestones, license fees or research payments under the terms of our increasing number of external alliances;
●	changes in the demand for our products and services;
●	the nature, pricing and timing of products and services provided to our collaborators;
●	acquisition, licensing and other costs related to the expansion of our operations;

●	reduced capital investment for extended periods;
●	losses and expenses related to our investments in joint ventures and businesses;
●	regulatory developments or changes in public perceptions relating to the use of genetic information and the diagnosis and treatment of disease based on genetic information; and
●	changes in intellectual property laws that affect our rights in genetic information that we sell and license.

Advisory and personnel costs, marketing programs and overhead account for a substantial portion of our operating expenses. Some of these expenses cannot be adjusted quickly in the short term. If revenues of the business decline or do not grow as anticipated, we may not be able to reduce our operating expenses accordingly. Failure to achieve anticipated levels of revenue could therefore significantly harm our operating results for a particular period.

Because we do not intend to pay dividends on our Common Stock, holders of our Common Stock will benefit from an investment in our Company only if it appreciates in value.

We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain the Company’s future earnings, if any, to finance the expansion of the Company’s business and do not expect to pay any cash dividends in the foreseeable future. As a result, the success of an investment in our Common Stock will depend entirely upon any future appreciation. There is no guarantee that our Common Stock will appreciate in value or even maintain the price at which its investors purchased their shares.

Our stock price has been, and is likely to continue to be, highly volatile.

Our stock price has, since September 1, 2003, traded as high as $0.60 and as low as $0.03. Our stock price could fluctuate significantly due to a number of factors beyond our control, including:

●	variations in our actual or anticipated operating results;
●	sales of substantial amounts of our stock;
●	announcements about us or about our competitors, including technological innovation or new products or services;
●	litigation and other developments related to our patents or other proprietary rights or those of our competitors;
●	conditions in the life sciences, pharmaceuticals or genomics industries; and
●	Governmental regulation and legislation.

In addition, the stock market in general, and the market for life sciences and technology companies in particular, have experienced extreme price and volume fluctuations historically. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad market and industry factors may decrease the market price of our Common Stock, regardless of our actual operating performance.

In the past, companies that have experienced volatility in the market prices of their stock have been the objects of securities class action litigation. If we became the object of securities class action litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could affect our profitability.

Our approach of incorporating ideas and methods from mathematics, computer science and physics into the disciplines of biology, organic chemistry and medicine is relatively new and may not be accepted by our potential customers or collaborators.

We intend to create a fully integrated biomarker discovery company to provide pharmaceutical and diagnostic companies worldwide with new, clinically relevant and economically significant biomarkers. Our potential customers and collaborators may be reluctant to accept our new, unproven technologies, and our customers may prefer to use traditional services. In addition, our approach may prove to be ineffective or not as effective as other methods. For example, our products and technologies may prove to be ineffective if, for instance, they fail to account for the complexity of the life processes that we are now attempting to model. If our customers or collaborators do not accept our products or technologies and/or if our technologies prove to be ineffective, our business may fail or we may never become profitable.

Even if our computational technologies are effective as research tools, our customers or we may be unable to develop or commercialize new drugs, therapies or other products based on them.

Even if our computational technologies perform their intended functions as research tools, our customers may be unable to use the discoveries resulting from them to produce new drugs, therapies, diagnostic products or other life science products. Despite recent scientific advances in the life sciences and our improved understanding of biology, the roles of genes and proteins and their involvement in diseases and in other life processes is not well understood. Only a few therapeutic products based on the study of and discoveries relating to genes or proteins have been developed and commercialized. If our customers are unable to use our discoveries to make new drugs or other life science products, our business may fail or we may never become profitable.

Our SVM Portfolio utilizes technology that may be covered by an earlier-issued patent, and if we lose the rights to use that patent, our ability to exploit certain aspects of our SVM technology will be impaired.

Our SVM Portfolio utilizes technology that may be covered by the original hyperplane patent (Pat. No. 5,649,068) owned by Lucent Technologies GRL Corporation (“Lucent”). We have obtained an assignment of a pre-existing patent license from Lucent. If Lucent were to terminate the license, it is possible that we would not be able to use portions of the SVM technology.

The industries in which we are active are evolving rapidly, and we may be unable to keep pace with changes in technology.

The pharmaceutical and biotechnology industries are characterized by rapid technological change. This is especially true of the data-intensive areas of such technologies. Our future success will largely depend on maintaining a competitive position in the field of drug, therapeutics and diagnostic products discovery. If we fail to keep pace with changes in technology, our business will be materially harmed. Rapid technological development may result in our products or technologies becoming obsolete. This may occur even before we recover the expenses that we incurred in connection with developing those products and technologies. Products or services offered by us could become obsolete due to the development of less expensive or more effective drug or diagnostics discovery technologies. We may not be able to make the necessary enhancements to our technologies to compete successfully with newly emerging technologies.

We face intense competition, and if we are unable to compete successfully we may never achieve profitability.

The markets for our products and services are very competitive, and we expect our competition to increase in the future. Although we have not identified specific companies that provide the full suite of services that we do, we compete with entities in the U.S. and worldwide that provide products and services for the analysis of genomic information and information relating to the study of proteins (proteomic information) or that commercializes novel genes and proteins. These include genomics, pharmaceutical and biotechnology companies, academic and research institutions and government and other publicly funded agencies. We may not be able to successfully compete with current and future competitors. Many of our competitors have substantially greater capital resources, research and development staffs, facilities, manufacturing and marketing experience, distribution channels and human resources than we do. This may allow these competitors to discover or to develop products in advance of us or of our customers.

Some of our competitors, especially academic and research institutions and government and other publicly funded agencies, may provide for free services or data similar to the services and data that we provide for a fee. Moreover, our competitors may obtain patent and other intellectual property protection that would limit our rights or our customers’ and partners’ ability to use or commercialize our discoveries, products and services. If we are unable to compete successfully against existing or potential competitors, we may never achieve profitability.

Our management may be unable to address future growth.

We anticipate that if we experience a period of growth in our customer base and market opportunities, a period of significant expansion of the Company will be required. This expansion will place a significant strain on our management, operational and financial resources. To manage future growth of our operations, if any, we will be required to improve existing and implement new operational systems, procedures and controls, and to expand, train and manage our employee base. There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations, that management will be able to hire, train, retain, motivate and manage the required personnel or that we will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities. Our failure to manage growth effectively could have a material adverse effect on our business, results of operations and financial condition.

If our business does not keep up with rapid technological change or continue to introduce new products, we may be unable to maintain market share or recover investments in our technologies.

Technologies in the biomarker industry have undergone, and are expected to continue to undergo, rapid and significant change. We may not be able to keep pace with the rapid rate of change and introduce new products that will adequately meet the requirements of the marketplace or achieve market acceptance. If we fail to introduce new and innovative products, we could lose market share to our competitors, limit our growth and damage our reputation and business.

The future success of our business will depend in large part on our ability to maintain a competitive position with respect to these technologies. We believe that successful new product introductions provide a significant competitive advantage because customers make an investment of time in selecting and learning to use a new product and are reluctant to switch to a competing product after making their initial selection. However, our business or others may make rapid technological developments, which could result in our technologies, products or services becoming obsolete before we are able to recover the expenses incurred to develop them.

If our business cannot enter into strategic alliances or licensing agreements, we may be unable to develop and commercialize our technologies into new products and services or continue to commercialize existing products or services.

We may be unable to maintain or expand existing strategic alliances or establish additional alliances or licensing arrangements necessary to continue to develop and commercialize products, and any of those arrangements may not be on terms favorable to the business. In addition, current or any future arrangements may be unsuccessful. If we are unable to obtain or maintain any third party license required to sell or develop our products or product enhancements, we may choose to obtain substitute technology either through licensing from another third party or by developing the necessary technology ourselves. Any substitute technology may be of lower quality or may involve increased cost, either of which could adversely affect our ability to provide our products competitively and harm our business.

We also depend on collaborators for the development and manufacture of complex instrument systems and chemicals and other materials that are used in laboratory experiments. We cannot control the amount and timing of resources our collaborators devote to our products. We may not be able to enter into or satisfactorily retain these research, development and manufacturing collaborations and licensing agreements, which could reduce our growth and harm our competitive position.

We may not be able to find business partners to develop and commercialize product candidates derived from our discovery activities.

Our strategy for the development and commercialization of diagnostic biomarkers and therapeutic proteins depends on the formation of collaborations or licensing relationships with third parties that have complementary capabilities in relevant fields. Potential third parties include pharmaceutical and biotechnology companies, diagnostic companies, academic institutions and other entities. We cannot assure you that we will be able to form these collaborations or license our discoveries or that these collaborations and licenses will be successful.

Our dependence on licensing and other collaboration agreements makes us heavily dependent on our collaborators.

We may not be able to enter into licensing or other collaboration agreements on terms favorable to us. Even if we do enter into an acceptable agreement, collaborators typically may be afforded significant discretion in electing whether to pursue any of the planned activities. In most cases, our collaborators will have responsibility for formulating and implementing key strategic or operational plans. Decisions by our collaborators on these key plans, which may include development, clinical, regulatory, marketing (including pricing), inventory management and other issues, may prevent successful commercialization of the product or otherwise affect our profitability.

In addition, we may not be able to control the amount and timing of resources our collaborators devote to the product candidates and collaborators may not perform their obligations as expected. Additionally, business combinations or changes in a collaborator’s business strategy may negatively affect its willingness or ability to complete its obligations under the arrangement with us. Furthermore, our rights in any intellectual property or products that may result from our collaborations may depend on additional investment of money that we may not be able or willing to make.

Potential or future collaborators may also pursue alternative technologies, including those of our competitors. Disputes may arise with respect to the ownership of rights to any technology or product developed with any future collaborator. Lengthy negotiations with potential collaborators or disagreements between us and our collaborators may lead to delays or termination in the research, development or commercialization of product candidates or result in time-consuming and expensive litigation or arbitration. If our collaborators pursue alternative technologies or fail to develop or commercialize successfully any product candidate to which they have obtained rights from us, our business, financial condition and results of operations may be significantly harmed.

If we are unable to hire or retain key personnel or sufficient qualified employees, we may be unable to successfully operate our business.

Our business is highly dependent upon the continued services of our executive team and board of directors. While certain members of our senior management are parties to employment or consulting agreements and non-competition and non-disclosure agreements, we cannot assure you that these key personnel and others will not leave us or compete with us, which could materially harm our financial results and our ability to compete. The loss, incapacity or unavailability for any reason of any of these individuals could have a material adverse effect upon our business, as well as our relationships with our potential customers. We do not carry key person life insurance on any member of our senior management. Furthermore, competition for highly qualified personnel in our industry and geographic locations is intense. Our business would be seriously harmed if we were unable to retain our key employees, or to attract, integrate or retain other highly qualified personnel in the future.

We may not be able to employ and retain experienced scientists, mathematicians and management.

Technologies in our industry have undergone, and are expected to continue to undergo, rapid and significant change. A highly skilled staff is integral to developing, marketing and supporting new products that will meet or exceed the expectations of the marketplace and achieve market acceptance. Without experienced staff, our business may be unable to maintain or grow market share, which could result in lower than expected revenues and earnings.

If our access to tissue samples or to genomic data or other information is restricted, or if this data is faulty, our business may suffer.

To continue to build our technologies and related products and services, we need access to third parties’ scientific and other data and information. We also need access to normal and diseased human and other tissue samples and biological materials. We may not be able to obtain or maintain such access on commercially acceptable terms. Some of our suppliers could become our competitors and discontinue selling supplies to us. Information and data from these suppliers could contain errors or defects that could corrupt our databases or the results of our analysis of the information and data. In addition, government regulation in the United States and other countries could result in restricted access to, or use of, human and other tissue samples. Although currently we do not face significant problems in obtaining access to tissues, if we lose access to sufficient numbers or sources of tissue samples, or if tighter restrictions are imposed on our use of the information generated from tissue samples, our business may suffer.

The sales cycle for some of our products and services is lengthy. We expend substantial funds and management effort with no assurance of successfully selling our products or services.

Our ability to obtain customers for our platforms, tools and services depends in large part upon the perception that our technologies can help accelerate their efforts in drug and diagnostics discovery. Our ability to obtain customers for our therapeutic or diagnostic product candidates significantly depends on our ability to validate and prove that each such product candidate is suitable for our claimed therapeutic or diagnostic purposes. Our ability to obtain customers will also depend on our ability to successfully negotiate terms and conditions for such arrangements. The sales cycle for our therapeutic and diagnostic product candidates is typically lengthy and may take more than 12 months.

An inability to protect our proprietary data, technology or products may harm our competitive position.

If we do not adequately protect the intellectual property underlying our products and services, competitors may be able to develop and market the same or similar products and services. This would erode our competitive advantage. In addition, the laws of some countries do not protect or enable the enforcement of intellectual property to the same extent as the laws of the United States.

We use contractual obligations to protect a significant portion of our confidential and proprietary information and know-how. This includes a substantial portion of the knowledge base from which we develop a large portion of our proprietary products and services. However, these measures may not provide adequate protection for our trade secrets or other proprietary information and know-how. Customers, employees, scientific advisors, collaborators or consultants may still disclose our proprietary information in violation of their agreements with us, and we may not be able to meaningfully protect our trade secrets against this disclosure.

In addition, we have applied for patents covering some aspects of some of our technologies and biomarker subsets of genes and proteins we have discovered using these technologies. We plan to continue to apply for patents covering parts of our technologies and discoveries as we deem appropriate, but cannot assure you that we will be able to obtain any patents or that the patents will be upheld if challenged. The patent positions of biotechnology related companies are generally uncertain and involve complex legal and factual questions. Legislative changes and/or changes in the examination guidelines of governmental patents offices may negatively affect our ability to obtain patent protection for certain aspects of our intellectual property, especially with respect to genetic discoveries, and may negatively impact the enforceability of one or more of our patents. In contrast to recent court decisions invalidating claims directed to individual human genes and proteins, our focus has been directed to identifying relationships between small groups of genes and proteins that are useful for diagnosing, treating and prognosing diseases and other conditions.

Our success depends in large part on our ability to patent our discoveries.

Our success depends, in large part, on our ability to obtain patents on biomarkers and pathways that we have discovered and are attempting to commercialize. We face intense competition from other biotechnology and pharmaceutical companies. These include customers who use our products and technologies and are pursuing patent protection for discoveries, which may be similar or identical to our discoveries. We cannot assure you that other parties have not sought patent protection relating to the biomarkers and pathways that we discovered or may discover in the future. Our patent applications may conflict with prior applications of third parties or with prior publications. They may not result in issued patents and, even if issued, our patents could be invalidated or may not be sufficiently broad to provide us with any competitive advantages. U.S. and other patent applications ordinarily remain confidential for 18 months from the date of filing. As a result, patent applications that we file which we believe are novel at the time of filing may be determined at a later stage to be inconsistent with earlier applications. Additionally, the scope of patents we receive may not provide us with adequate protection of our intellectual property, which would harm our competitive position. Any issued patents that cover our proprietary technologies may not provide us with substantial protection or be commercially beneficial to the business. The issuance of a patent is not conclusive as to its validity or its enforceability. Federal courts may invalidate these patents or find them unenforceable. Competitors may also be able to design around our patents. If we are unable to protect our patented technologies, we may not be able to commercialize our technologies, products or services and our competitors could commercialize our technologies. Any of these events could materially harm our business or financial results.

Litigation or other proceedings or third party claims of intellectual property infringement could prevent us, or our customers or collaborators, from using our discoveries or require us to spend time and money to modify our operations.

The technology that we use to develop our products, and the technology that we incorporate in our products, may be subject to claims that they infringe the patents or proprietary rights of others. The risk of this occurring will tend to increase as the genomics, biotechnology and software industries expand, more patents are issued and other companies engage in other genomic-related businesses. If we infringe patents or proprietary rights of third parties, or breach licenses that we have entered into with regard to our technologies and products, we could experience serious harm. If litigation is commenced against us alleging intellectual property rights infringement or if we initiate a lawsuit to assert claims of infringement, protect our trade secrets or know-how or to determine the enforceability, scope and validity of the proprietary rights of others, we may incur significant costs in litigating, whether or not we prevail in such litigation. Regardless of the outcome, litigation can be very costly. These costs would also include diversion of management and technical personnel to defend us against third parties or to enforce our patents (once issued) or other rights against others. In addition, parties making claims against us may be able to obtain injunctive or other equitable relief that could prevent us from being able to further develop or commercialize. Further, these lawsuits could result in the invalidation or limitation of the scope of our patents or the forfeiture of the rights associated with these patents. This could also result in the award of substantial damages against us. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties. If we are not able to obtain these licenses at a reasonable cost, if at all, we could encounter delays in product introductions while we attempt to develop alternative methods or products. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing available products, all of which could negatively impact our business, financial condition or results of operations. Moreover, during the course of these suits, there may be public announcements of the results of hearings, motions and other interim proceedings or developments in the litigation. Securities analysts or investors may perceive these announcements to be negative, which could cause the market price of our common stock to decline.

Many of our services will be based on complex, rapidly developing technologies. Although we will try to identify all relevant third party patents, these products could be developed by the business without knowledge of published or unpublished patent applications that cover some aspect of these technologies. The biomarker industry has experienced intensive enforcement of intellectual property rights by litigation and licensing. If we are found to be infringing the intellectual property of others, we could be required to stop the infringing activity, or we may be required to design around or license the intellectual property in question. If we are unable to obtain a required license on acceptable terms, or are unable to design around any third party patent, we may be unable to sell some of our services, which could result in reduced revenue.

We may acquire or make strategic investments in other businesses and technologies in the future, and these could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results.

If opportunities arise, we may consider making acquisitions of or investments in businesses, technologies, services or products. These activities may involve significant cash expenditures, debt incurrence, additional operating losses and expenses that may have a material adverse effect on the operating results of our business. Moreover, even if we acquire complementary businesses or technologies, we may be unable to successfully integrate any additional personnel, operations or acquired technologies into our business.

Difficulties in integrating an acquired business or managing an investment could disrupt our business, distract our management and employees and increase our expenses. Future acquisitions could expose us to unforeseen liabilities and result in significant charges relating to intangible assets. Sizable acquisitions or investments may also divert senior management from focusing on our existing business plan. Finally, if we make acquisitions using convertible debt or equity securities, existing stockholders may be diluted, which could affect the market price of our stock.

We have identified a material weakness in our internal accounting control over financial reporting.

Management has concluded that our internal control over financial reporting was not effective as of December 31, 2012. Our Chief Executive Officer, who is also serving as our Principal Financial Officer and Principal Accounting Officer, concluded that we have material weaknesses in our internal control over financial reporting because we do not have an adequate segregation of duties due to a limited number of employees among whom duties can be allocated. The lack of segregation of duties is due to the limited nature and resources of the Company.

All internal control systems no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Risks Related to Our Industry

There are many risks of failure in the development of drugs, therapies, diagnostic products and other life science products. These risks are inherent to the development and commercialization of these types of products.

Risks of failure are inseparable from the process of developing and commercializing drugs, therapies, diagnostic products and other life science products. These risks include the possibility that any of these products will:

●	be found to be toxic or ineffective;
●	fail to receive necessary regulatory approvals;
●	be difficult or impossible to manufacture on a large scale;
●	be uneconomical to market;
●	fail to be developed prior to the successful marketing of similar products by competitors; or
●	be impossible to market because they infringe on the proprietary rights of third parties or compete with superior products marketed by third parties.

We are dependent on our customers’ commercialization of our discoveries. Any of these risks could materially harm our business and financial results.

The trend towards consolidation in the pharmaceutical and biotechnology industries may adversely affect us.

The trend towards consolidation in the pharmaceutical and biotechnology industries may negatively affect us in several ways. These consolidations usually involve larger companies acquiring smaller companies, which results in the remaining companies having greater financial resources and technological capabilities, thus strengthening competition in the industry. In addition, continued consolidation may result in fewer customers for our products and services.

We may be subject to product liability claims if products derived from our products or services harm people.

We may be held liable if any product that is made with the use, or incorporation of, any of our technologies or data causes harm or is found otherwise unsuitable. These risks are inherent in the development of genomics, functional genomics and pharmaceutical products. If we are sued for any harm or injury caused by products derived from our services or products, our liability could exceed our total assets. In addition, such claims could cause us to incur substantial costs, divert management’s attention from executing the Company’s business plan and subject us to negative publicity even if we prevail in our defense of such claims.

Our business and the products developed by our collaborators may be subject to governmental regulation.

New therapeutic or diagnostic products that may be developed by our collaborators will have to undergo a lengthy and expensive regulatory review process in the United States and other countries before it can be marketed. It may be several years, or longer, before any therapy or diagnostic product that is developed by using our technologies, will be sold or will provide us with any revenues. This may delay or prevent us from becoming profitable. Changes in policies of regulatory bodies in the United States and in other countries could increase the delay for each new therapy and diagnostic products.

Even if regulatory approval is obtained, a product on the market and its manufacturer are subject to continuing review. Discovery of previously unknown problems with a product may result in withdrawal of the product from the market.

Although we intend to become involved in the clinical phases in the future, we still expect to rely mainly on collaborators of our discovery activities to file regulatory approval applications and generally direct the regulatory review process. We cannot be certain whether they will be able to obtain marketing clearance for any product that may be developed on a timely basis, if at all. If they fail to obtain required governmental clearances, it will prevent them from marketing therapeutic or diagnostic products until clearance can be obtained, if at all. This will in turn reduce our chances of receiving various forms of payments, including those relating to sales of marketed therapeutic or diagnostic products by them.

The law applicable to us may change in a manner that negatively affects our prospects.

We must comply with various legal requirements, including requirements imposed by federal and state securities and tax laws. Should any of those laws change over the term of our existence, the legal requirements to which we may be subject could differ materially from current requirements, which could increase the cost of doing business or preclude us from undertaking certain parts of our business plan, would result in adverse consequences.

If ethical and other concerns surrounding the use of genetic information become widespread, there may be less demand for our products and services.

Genetic testing has raised ethical issues regarding confidentiality and the appropriate uses of the resulting information. For these reasons, governmental authorities may call for limits on or regulation of the use of genetic testing or prohibit testing for genetic predisposition to various conditions, particularly for those that have no known cure. Any of these scenarios could reduce the potential markets for our technologies in the field of predictive drug response, which could materially harm our business and financial results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

We do not own any real property. We lease 650 square feet of office space in Hanson, Massachusetts, pursuant to a twelve month lease dated February 1, 2013. We currently pay base rent in the amount of $1,000 per month. Our principal executive office is located at 620 County Road, Hanson, MA 02341, and our telephone number is (339) 244-1223.

ITEM 3. LEGAL PROCEEDINGS

In April 2012, R. Scott Tobin, a former officer of the Company, filed suit in a Georgia state court against Stephen D. Barnhill, M.D., alleging that Dr. Barnhill had made defamatory statements about Mr. Tobin. Dr. Barnhill, through his counsel, has removed the action to federal court and has filed an answer denying Mr. Tobin’s allegations. On October 24, 2012, Dr. Barnhill filed a third party complaint against the Company seeking indemnity from the Company for any expenses incurred by Dr. Barnhill in the defense of the Tobin lawsuit and for any damages assessed against Dr. Barnhill in the litigation. The Company does not believe Dr. Barnhill is entitled to indemnification or for expenses to be paid by the Company on Dr. Barnhill’s behalf with regards to this matter.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the OTC Bulletin Board under the symbol HDVY. The range of closing prices for our common stock, as reported on Bloomberg.com during each quarter of the last two fiscal years was as follows. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High		Low
First Quarter 2011	$	0.17	$	0.09
Second Quarter 2011	$	0.15	$	0.10
Third Quarter 2011	$	0.09	$	0.06
Fourth Quarter 2011	$	0.13	$	0.06

	High		Low
First Quarter 2012	$	0.10	$	0.08
Second Quarter 2012	$	0.11	$	0.07
Third Quarter 2012	$	0.10	$	0.06
Fourth Quarter 2012	$	0.07	$	0.04

Holders of Record

As of March 29, 2013, there were approximately 290 holders of record of our common stock.

Dividends

We have not paid any cash dividends for commons shares since inception, and we do not anticipate paying any in the foreseeable future on common shares. We intend to retain future earnings, if any, to support the development and growth or our business. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. Under the Georgia Business Corporation Act, a company is prohibited from paying a dividend if, after giving effect to that dividend, either the company would not be able to pay its debts as they become due in the usual course of business or the company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed if the company were to be dissolved at the time of the dividend to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the dividends. If the Company were to pay dividends, the holders of the shares of the Series B Preferred Stock have a right to first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock on an as if converted to common stock basis. The holders of the shares of Series B Preferred Stock also accrue a 10% annual dividend and have a special dividend right to receive 15% of the Company’s net revenues, subject to certain limitations.

Under the Georgia Business Corporation Act, a company is prohibited from paying a dividend on any share of its capital stock if, after giving effect to that dividend, either the company would not be able to pay its debts as they become due in the usual course of business or the company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed if the company were to be dissolved at the time of the dividend to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the dividends. The Company has had limited revenue since inception, has incurred recurring losses from operations, and has had to continually seek additional capital investment in order to fund operations. Accordingly, depending on the Company’s financial condition, it may not be able to pay any dividends on any shares of its Capital Stock. For further discussion of the Company’s liquidity and capital resources, see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the equity securities of the Company which are authorized for issuance to employees, directors and consultants in consideration for services as of December 31, 2012:

Equity Compensation Plan Information

	A Number of securities to be issued upon exercise of outstanding options, warrants and rights		B Weighted- average exercise price of outstanding options, warrants and rights		C Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A)
Equity compensation plans approved by security holders		-		-		-
Equity compensation plans not approved by security holders		12,250,000	$	.10		-
Total		12,250,000	$	.10		-

Sales of Unregistered Securities

On April 7, 2011, the Board of Directors of the Company appointed Maher Albitar, M.D., the Company’s Chief Medical Officer, to the Board of Directors. In connection with such appointment, the Company granted Dr. Albitar an option to purchase 1,500,000 shares of common stock. The options vested 250,000 shares every six months and had an exercise price of $0.12. The options expire on April 7, 2016. The fair value of each option granted is $0.087 and was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: dividend yield at 0%, risk-free interest rate of 2.31%, an expected life of 5 years, and volatility of 94%. The aggregate computed value of these options was $130,280, and this amount was charged as an expense over the three year vesting period. Upon Dr. Albitar’s resignation from the Board of Directors on November 15, 2012, these options were forfeited. The computed value is no longer being charge as an expense.

In connection with his appointment to the Board of Directors in October 2010, on April 7, 2011, the Company granted to Mr. Curtis G. Anderson an option to purchase 1,500,000 shares of the Company’s common stock. The options vested 250,000 shares every six months, had an exercise price of $0.12, and expire on April 7, 2016. The fair value of each option granted is $0.087 and was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: dividend yield at 0%, risk-free interest rate of 2.31%, an expected life of 5 years, and volatility of 94%. The aggregate computed value of these options was $130,280, and this amount was charged as an expense over the three year vesting period. Upon Mr. Anderson’s resignation from the Board of Directors on November 25, 2012, these options were forfeited. The computed value is no longer being charge as an expense.

On April 7, 2011, the Company granted to Dr. Joseph McKenzie an option to purchase 1,000,000 shares of the Company’s common stock. The options vest 250,000 shares every six months, have an exercise price of $0.12, and expire on April 7, 2016. The fair value of each option granted is $0.087 and was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: dividend yield at 0%, risk-free interest rate of 2.31%, an expected life of 5 years, and volatility of 94%. The aggregate computed value of these options is $86,853, and this amount will be charged as an expense over the three year vesting period.

On December 18, 2012, the Company entered into an employment agreement with John A. Norris, J.D., M.B.A. to serve as our Chief Executive Officer. Under the terms of his employment agreement, Dr. Norris received a one-time bonus of 1,000,000 shares of the Company’s common stock.

Dr. Norris also was granted an option to purchase shares of the Company’s common stock. These options will be granted and vest according to the following schedule: (i) 1,000,000 options were granted on December 18, 2012 at an exercise price of $0.05 and vest during the six months following the grant date, (ii) 2,000,000 options shall be granted at the signing (or automatic extension) of a three year employment agreement and vest during the twelve months following the grant date, (iii) 3,000,000 options shall be granted on the one year anniversary of the signing of the three year employment agreement and vest during the twelve months following the grant date, and (iv) 4,000,000 options shall be granted on the second anniversary of the signing of the three year employment agreement and vest during the twelve months following the grant date.

In addition, the employment agreement contains an additional equity component pursuant to which Dr. Norris shall receive a grant of 5,000,000 shares of the Company’s common stock over the course of the three year employment agreement provided certain performance milestones are met. Specifically, the grants of common stock are contingent upon the occurrence of the following events: (1) a grant of 1,666,667 shares if the Company’s market capitalization during the first year increases by $25,000,000.00 above the market capitalization on the day of execution of the agreement, (2) a grant of 1,666,667 shares if the Company’s market capitalization during the second year of the term increases by 50% over the market capitalization on the one year anniversary of the agreement, (3) a grant of 1,666,667 shares will be made if the Company’s market cap during the third year of the term increases by 50% over the market capitalization on the second year anniversary of the agreement. In each future period, the Company will calculate the probability of the milestone being met and a contingent liability will be disclosed as such in the footnotes to our financial statements. At December 31, 2012, no accrual has been made as the probability of meeting the performance milestones at December 31, 2012 is remote.

All of these issuances of equity securities were made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Corporate Overview

Our Company is a pattern recognition company that uses advanced mathematical techniques to analyze large amounts of data to uncover patterns that might otherwise be undetectable. The Company operates primarily in the field of molecular diagnostics where such tools are critical to scientific discovery. The terms artificial intelligence and machine learning are sometimes used to describe pattern recognition tools.

Our historical foundation lies in the molecular diagnostics field where we have made a number of discoveries that play a critical role in developing more personalized approaches to the diagnosis and treatment of certain diseases. However, our SVM assets in particular have broad applicability in many other fields. Intelligently applied, HDC’s pattern recognition technology can be a portal between enormous amounts of otherwise undecipherable data and truly meaningful discovery.

Operational Activities

The Company markets its technology and related developmental expertise to prospects in the healthcare, biotech, and life sciences industries. Given the scope of some of these prospects, the sales cycle can be quite long, but management believes that these marketing efforts may produce favorable results in the future.

NeoGenomics License

Upon execution of the NeoGenomics License, NeoGenomics Laboratories paid us $1,000,000 in cash and NeoGenomics issued to us 1,360,000 shares of NeoGenomic’s common stock, par value $0.001 per share, which had a market value of $1,945,000 using the closing price of $1.43 per share for NeoGenomic’s common stock on the OTC Bulletin Board on January 6, 2012. In addition, the NeoGenomics License provides for milestone payments in cash or stock, based on sublicensing revenue and revenue generated from products and services developed as a result of the NeoGenomics License. Milestone payments would be in increments of $500,000 for every $2,000,000 in GAAP revenue recognized by NeoGenomics Laboratories up to a total of $5,000,000 in potential milestone payments. After $20,000,000 in cumulative GAAP revenue has been recognized by NeoGenomics Laboratories, we will receive a royalty of (i) 6.5% (subject to adjustment under certain circumstances) on net revenue generated from all Licensed Uses except for the Cytogenetics Interpretation System and the Flow Cytometry Interpretation System and (ii) a royalty of 50% of net revenue (after the recoupment of certain development and commercialization costs) that NeoGenomics Laboratories derives from any sublicensing arrangements it may put in place for the Cytogenetics Interpretation System and the Flow Cytometry Interpretation System.

Plasma Test for Prostate Cancer

NeoGenomics has initiated the development of the Blood Test for Prostate Cancer under the direction of Dr. Maher Albitar using the genes patented by HDC.

Cytogenetic Analysis

Cytogenetic analysis is the science of studying chromosomes. Microscopic evaluation of individual chromosomes remains the first step in the evaluation of the human genome. Cytogenetic analysis is performed on almost all patients with hematopoietic diseases (blood cancers such as leukemia and lymphoma) and on a significant number of patients with solid tumors. The collected data is useful for diagnosis, prognosis and monitoring of diseases. Currently most of the analysis is performed manually by specially trained technicians. The work is labor-intensive and subjective. Computer automation of this work could significantly reduce cost and improve the quality of the test.

NeoGenomics is currently working on development, validation and commercialization of this new image analysis tool for cytogenetic analysis under the direction of Dr. Maher Albitar.

Retinalyze

On February 17, 2012, the Company announced the commercial launch of Retinalytics SVMTM, to assist Ophthalmologists and Optometrists in the Detection of Macular Degeneration. While the first Retinalytics SVMTM product released focuses on age-related macular degeneration (“AMD”), the Company continues to develop a second Retinalytics SVM TM product using fundoscopic images of retinal vessels to assist eye care professionals in the detection of Alzheimer’s disease.

The volume of images processed thus far been significantly less than expected and revenues to date from Retinalyze have been negligible. Retinalyze, LLC continues to evaluate options to improve the product with the goal of solving this slower than expected adoption issue thereby allowing the analysis of a higher volume of scans. In addition, the Company is evaluating all options related to the product with the goal of optimal commercialization of this technology.

Intellectual Property Developments

In January 2012, the U.S. Patent and Trademark Office issued a new patent to the Company with further expanded claims to the SVM-RFE method. This is the fourth U.S. patent owned by the Company covering SVM-RFE. The claims of this application correspond to those granted in the European application that had been granted in January 2011.

In February 2012, the U.S. Patent and Trademark Office issued a new patent to the Company for its method for visualizing feature ranking to facilitate identification of alternative features that can be used for separating classes. This method is particularly useful for biomarker discovery, providing a tool for selection of alternative equally effective markers that may be more practical to detect compared to a gene that may have been initially identified as one of the best for distinguishing between disease and normal. To illustrate, a gene that can be readily detected in blood would be more technically and economically desirable for diagnostic screening than would a gene that is only expressed in a tissue sample obtainable through biopsy.

Also in February, the U.S. Patent and Trademark Office issued a notice of allowance of the Company’s application covering a method for recognizing and eliminating noise within data to facilitate more accurate classification of the data. The claimed method is effective for separating noise from true data in cases where the measurement process is subject to instrument noise, temperature drift and signal drift.

In March 2012, in consideration of recent court decisions relating to the patentability of genes, the Company revised its approach to obtaining a patent covering genes that have been identified as biomarkers for screening for BPH (benign prostate hyperplasia). The change in strategy involved filing a new continuation application directed to a method for screening for BPH using the same genes as were claimed in the parent application, then allowing the parent application to lapse. The continuation application will be entitled to the same priority as its parent.

In May 2012, the Canadian Intellectual Property Office issued the Company’s Canadian patent covering the use of SVMs for computer-aided image analysis. Counterpart patents have already issued in the U.S. (two patents), Australia, Europe and Japan. That same month, the Canadian Patent Office also issued a new patent to the Company with claims directed to the use of the SVM-RFE method for identifying a determinative subset of genes for diagnosing, prognosing or treating a disease or condition. This is the second Canadian patent issued to the Company covering SVM-RFE, and the ninth patent worldwide covering the Company’s SVM-RFE method.

Also in May 2012, the U.S. Patent and Trademark Office issued a notice of allowance of the Company’s application covering a system for providing data analysis services using a support vector machine for processing data received from a remote source. Once issued, this will be the Company’s third patent covering a fee-for-service SVM analysis, with claimed uses including medical and financial analysis.

In June 2012, the U.S. Patent and Trademark Office issued a new patent to the Company for its method for recognizing and eliminating noise within data to facilitate more accurate classification of the data. The claimed method is effective for separating noise from true data in cases where the measurement process is subject to instrument noise, temperature drift and signal drift.

Also in June 2012, the U.S. Patent and Trademark Office issued a notice of allowance of the Company’s application covering a group of genes which exhibit reduced expression (down-regulated) relative to normal in the presence of prostate cancer. The claimed biomarkers may be of particular value in tests using DNA methylation methods. Once issued, this will be the Company’s second patent covering methods for screening for prostate cancer using down-regulated genes.

Also in June 2012, the Company filed a new patent application covering the use of SVM technology for the evaluation of chromosomal abnormalities. The method of computer-aided karyotyping described in the application has the potential of providing a significant improvement over current methods in which images of chromosomes must be manually evaluated in a tedious and sometimes error-prone process.

In July 2012, the Japanese Patent Office issued a notice of intention to grant a patent covering the Company’s SVM-RFE method. This will be the Company’s second Japanese patent and the tenth patent worldwide covering the SVM-RFE method.

In September 2012, the U.S. Patent and Trademark Office granted Patent No. 8,275,723 to the Company covering a system for providing data analysis services using a support vector machine for processing data received from a remote source. This is the Company’s third patent covering a fee-for-service SVM analysis, with claimed uses including both medical and financial analyses.

In October 2012, the European Patent Office granted a patent to the Company covering a system for providing data analysis services using a support vector machine for processing data received from a remote source. The patent will be validated in several European countries including the UK, France, Germany, Ireland, and Switzerland.

Also in October 2012, the U.S. Patent and Trademark Office granted Patent No. 8,293,461 covering a group of genes which exhibit reduced expression (down-regulated) relative to normal in the presence of prostate cancer. The claimed biomarkers may be of particular value in tests using DNA methylation methods. Once issued, this will be the Company’s second patent covering methods for screening for prostate cancer using down-regulated genes.

With the recently issued patents, the Company now holds the exclusive rights to 57 issued U.S. and foreign patents covering uses of SVM and FGM technology for discovery of knowledge from large data sets. The Company also has 23 pending U.S. and foreign patent applications covering uses of the SVM technology as well as biomarkers and diagnostic methods that have been discovered using the SVM technology. The reduction in the total number of issued and pending patents during 2012 resulted from the Company’s decision to allow certain foreign patents issued and/or filed in countries that were deemed to have lower strategic value to lapse. This in turn reduced the Company’s total expenses for patent maintenance.

Intel Update

In October 2012, the US Patent and Trademark Office (“USPTO”) issued a reexamination certificate for Intel’s U.S. Patent No. 7,685,077, which issued in 2010 with claims covering SVM-RFE. The reexamination certificate confirms the patentability of the claims as amended during the reexamination proceedings.

While disappointed with issuance of the reexamination certificate, the Company draws encouragement from the fact that the USPTO has agreed that all elements of the Company’s patented SVM-RFE method are present in the Intel claims. A fundamental principle of patent law is that the addition of one or more elements to a patented claim does not avoid infringement. In this case, Intel merely added a standard computer operation to the Company’s SVM-RFE method. Furthermore, possession of a patent on series of steps does not avoid infringement of a patent covering a subset of those steps.

The Company submitted a request to the USPTO to initiate interference proceedings once the reexamination certificate was issued and has subsequently received a final rejection in the application that was filed to provoke the interference. The reasoning behind the rejection has been uniformly criticized in decisions by both the Patent Office Board of Appeals and the Federal Appeals Court in cases with nearly identical facts. A response referring to these decisions has been submitted to the USPTO, and reversal of the rejection is expected, although the USPTO has yet to act on this response.

Year Ended December 31, 2012 Compared with Year Ended December 31, 2011

Revenue

Since December 31, 2005, the Company has received cash from revenue generating activities totaling $3,974,928, which consists of recorded revenue of $1,733,324 through December 31, 2012 and deferred revenue yet to be recognized of $2,241,604 at December 31, 2012.

For the year ended December 31, 2012, revenue was $1,585,517 compared with $118,954 in revenue for the year ended December 31, 2011. Revenue is recognized for licensing and development fees over the period earned, which in most cases is the length of the license. The revenue recognized in 2012 was primarily the recognition of revenue of $981,600 associated with our NeoGenomics, License which revenue did not occur in 2011. As of December 31, 2012, the Company had deferred revenue of $2,241,604, which includes cash received but not yet recognized as revenue. Deferred revenue was $831,864 at December 31, 2011. The increase in revenue recognized is due to the revenue recognition of the NeoGenomics License and the acceleration of revenue pertaining to existing license agreements which were terminated in 2012.

Operating and Other Expenses

Amortization expense, which is the amortization of costs of acquiring or filing of patents over their estimated useful lives, was $262,719 for the twelve months ended December 31, 2012 and 2011.

Professional and consulting fees totaled $698,676 for 2012 compared with $629,501 for 2011. These fees consist primarily of patent filing and maintenance costs, professional fees, and accounting fees. The increase was due to an increase in professional services provided to the Company, specifically consulting fees paid to our former CEO.

Legal fees remained virtually unchanged with fees of $228,557 during the period ending December 31, 2012, and were $221,113 during the same period 2011.

Research and development fees were $127,648 during 2012 and $250,971 for the same period in 2011. This decrease relates primarily to the completion of costs related to the MelApp product which was completed in 2011. The research and development fees in 2012 were related primarily to fees paid to consultants relating to the development work completed as a part of our NeoGenomics License.

Compensation expense of $1,483,899 for the twelve months ended December 31, 2012 was higher than the $1,135,189 reported for the comparable period of 2011. The increase is attributed to a bonus paid to our former CEO related to the NeoGenomics License.

Other general and administrative expenses decreased from $634,452 in 2011 to $621,266 in 2012. This decrease principally was due to a reduction in travel costs and management’s efforts in reducing other costs.

Loss from Operations

The loss from operations for the twelve months ended December 31, 2012 was $1,837,248 compared to a loss from operations of $3,014,991 for the prior year. The reduced loss was due to the increase in revenue related to the NeoGenomics License and the acceleration of revenue recognition as previously discussed.

Other Income and Expense

The Company received a portion of the NeoGenomics license fee in NeoGenomics stock. The Company has chosen to measure the gain or loss on the value of this asset using the fair value option method. As of December 31, 2012, the unrealized gain on NeoGenomics stock held at the end of the reporting period was $726,600, which is recorded as other income in the statements of operations. In addition, the Company realized a gain on the sale of NeoGenomics stock of $668,852 in 2012. During the same period in 2011, the Company did not own any NeoGenomics stock.

Interest income was $1,059 for the twelve months ended December 31, 2012, compared to $6,385 in 2011. Interest income decreased because the Company had less cash on hand to invest throughout the 2012 period.

The Company negotiated a settlement in 2011 with a service provider regarding their fees. As a result, the Company realized an increase in other income and expense (gain on payables restructuring) of $483,658 in 2011. For the period ending December 31, 2012, there were no gains on payable restructuring.

Net Loss

The net loss for the twelve months ended December 31, 2012 was $440,737 compared to a net loss of $2,524,948 for the twelve months ended December 31, 2011. The reduced net loss was due to the overall increase in revenue as previously discussed. Specifically, the revenue from the NeoGenomics License and accelerated revenue recognition for cancelled agreements with Quest and Abbott were primarily responsible for the reduction in net loss in 2012.

Net loss per share attributable to common shareholders was $0.002 and $0.012 for twelve months ended December 31, 2012 and 2011, respectfully.

Liquidity and Capital Resources

At December 31, 2012, the Company had $171,424 in cash and cash equivalents and total current liabilities of $1,220,278. The primary amount of current liabilities relates to $1,024,988 in deferred revenue. Additionally, we continue to sell our NeoGenomics Stock in order to fund operations. Although the NeoGenomics Stock has increased in value, the number of shares and amount of cash we can generate from the sale of NeoGenomics Stock is subject to fluctuating market and price conditions. As a result we do not believe we have sufficient resources to meet all of our current obligations unless the Company is able to secure funds via licensing activity or other forms of fund raising either in the debt or equity markets. None of these options are definitive and there is no guarantee the Company will be successful in these fund raising efforts.

The following table summarizes the due dates of our contractual obligations.

	Total		1 Year Or Less		More Than 1 Year
Accrued Compensation	$	53,000	$	53,000	$	-
Office Lease	$	12,000	$	12,000	$	-
Total	$	65,000	$	65,000	$	-

The Company has relied primarily on equity and debt financing for liquidity. The Company produced sales, licensing, and developmental revenue starting in late 2005 and must increase revenues in order to generate sufficient cash to continue operations. The Company’s plan to have sufficient cash to support operations is comprised of selling its NeoGenomics Stock, generating revenue through licensing its significant patent portfolio, providing services related to those patents, and obtaining additional equity or debt financing. The Company has been unable to generate significant revenue, as further described above. As a result, the Company has implemented a cash conservation program.

Cash Flow from Operating Activities

For the year ended December 31, 2012, the Company had a net loss of $440,737 with $1,968,217 of cash being used by operating activities. During 2012, $1,620,214 was provided by investment activities primarily from the sale of 668,000 shares of the 1,360,000 NeoGenomics shares that were received as a part of the NeoGenomics License signed in January 2012. In addition, there was no cash provided by financing activities during 2012. As a result, the Company realized a decrease of cash of $718,902 during the year ended December 31, 2012.

The Company has taken steps to reduce the Company’s expenditures in order to reduce the “burn rate” to approximately $185,000 per month. These steps included reducing expenses and allocating our remaining cash reserves for our operational requirements at a reduced level.

Cash Flow from Financing Activities

The Series B Preferred Stock accrues dividends at the rate of 10% of the Series B Original Issue Price per year, which shall be satisfied by the fifth anniversary of the issuance of such shares of the Series B Preferred Stock (the “Original Issue Date”) by the Company’s issuance of the number of shares of Common Stock equal to such accrued dividends divided by the average closing price of the Company’s Common Stock as reported on the Over-the-Counter-Bulletin Board or other exchange on which the Company’s Common Stock trades during the prior ten business days or by the payment of cash, as the Company may determine in its sole discretion. Dividends have been accrued for the Series B Preferred Stock in the amount of $455,546 as of December 31, 2012 and $316,064 as of December 31, 2011.

During 2011, two Series B holders requested, and the Company complied with the Series B holders’ request to convert 1,437,500 Series B Preferred Stock to Common Stock. The Company also paid the Series B holders who chose to convert, their portion of the accrued special dividend and accrued dividend. The total paid to these Series B holders was $19,729.

During the fourth quarter of 2012, the Company made payments to the Series B holders for the special dividend. Dividends in the amount of $21,018 had been accrued for Series B Preferred Stock special dividend as of December 31, 2011 and the $349,882 was accrued as a result of the NeoGenomics transaction in 2012. These accruals resulted in the Company making the required payment to the Series B Preferred shareholders of approximately $370,900.

The Company has relied primarily on equity funding plus debt financing for liquidity. In the longer term, the Company plans to generate additional cash from its licensing arrangement with NeoGenomics While the Company has produced limited revenue, it must continue to do so in order to generate sufficient cash to continue operations. The Company does not believe it currently has sufficient cash to support operations until it is able to generate revenue through royalty payments from licensing deals from its patent portfolio and development fees for providing services related to those patents. There can be no assurance that the Company will be able to fully implement its cash conservation program, sell sufficient number of NeoGenomics shares to fund ongoing operations, or generate sufficient revenues from the NeoGenomics License that would permit funding of ongoing operations. In such event, the Company may also consider such alternatives as raising additional equity through private placements and/or debt offerings. There can be no assurance that the Company will be able to secure such funding.

Critical Accounting Policies, Estimates and Assumptions

We consider our accounting policies related to revenue recognition, impairment of intangible assets and stock based compensation to be critical accounting policies. A number of significant estimates, assumptions, and judgments are inherent in our determination of when to recognize revenue, how to evaluate our intangible assets, and stock-based compensation expense. These estimates, assumptions and judgments include deciding whether the elements required to recognize revenue from a particular arrangement are present, estimating the fair value of an intangible asset, which represents the future undiscounted cash flows to be derived from the intangible asset, and estimating the useful life and volatility of stock awards granted. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates.

Valuation of intangible and other long-lived assets.

We assess the carrying value of intangible and other long-lived assets at least annually, which requires us to make assumptions and judgments regarding the future cash flows related to these assets. The assets are considered to be impaired if we determine that the carrying value may not be recoverable based upon our assessment of events or changes in circumstances such as:

	●	the asset’s ability to continue to generate income from operations and positive cash flow in future periods;
	●	loss of legal ownership or title to the asset;
	●	significant changes in our strategic business objectives and utilization of the asset(s); and
	●	the impact of significant negative industry or economic trends.

If the assets are considered to be impaired, the impairment we recognize is the amount by which the carrying value of the assets exceeds the fair value of the assets. In addition, we base the useful lives and related amortization or depreciation expense on our estimate of the period that the assets will generate revenues or otherwise be used by us. We also periodically review the lives assigned to our intangible assets to ensure that our initial estimates do not exceed any revised estimated periods from which we expect to realize cash flows from the technologies. If a change were to occur in any of the above-mentioned factors or estimates, the likelihood of a material change in our reported results would increase.

Revenue Recognition

We recognize revenue principally from license and royalty fees for intellectual property and from development agreements with research partners. Each element of revenue recognition requires a certain amount of judgment to determine if the following criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; (iv) collectability is reasonably assured, and (v) both title and the risks and rewards of ownership are transferred to the buyer. We are required to make significant estimates involving our recognition of revenue from license and royalty fees. Our license and royalty fees revenue estimates depend upon our interpretation of the specific terms of each individual arrangement and our judgment to determine if the arrangement has more than one deliverable and how each of these deliverables should be measured and allocated to revenue. In addition, we have to make significant estimates about the useful life of the technology transferred to determine when the risk and rewards of ownership have transferred to the buyer to decide the period of time to recognize revenue. In certain circumstances we are required to make judgments about the reliability of third party sales information and recognition of royalty revenue before actual cash payments for these royalties have been received. Changes to these assumptions or market conditions could cause changes in revenues.

Share-Based Compensation

Share-based compensation expense is significant to our financial position and results of operations, even though no cash is used for such expense. In determining the period expense associated with unvested options, we estimate the fair value of each option at the date of grant. We believe it is important for investors to be aware of the high degree of subjectivity involved when using option pricing models to estimate share-based compensation. The determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, our valuation methodology, the expected term, expected stock price volatility over the term of the awards, the risk-free interest rate, expected dividends and pre-vesting forfeitures. If any one of these factors changes and we employ different assumptions in future periods, the compensation expense that we record could differ significantly from what we have recorded in the current period.

For share-based awards, we estimated the expected term by considering various factors including the vesting period of options granted, employees’ historical exercise, and post-employment termination behavior; however, due to the limited history of our Company, such data is limited. We estimated the expected life will be substantially longer than the vesting period given the early stage nature of our operations and accordingly have used the contractual life as the expected term. Our estimated volatility was derived using our historical stock price volatility. We have never declared or paid any cash dividends on our Common Stock and currently do not anticipate paying such cash dividends. The risk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards. For criteria share based award with vesting contingent upon meeting a market condition, we also make assumptions as to the probability of the market condition being met.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that provide financing, liquidity, market or credit risk support or involve leasing, hedging or research and development services for our business or other similar arrangements that may expose us to liability that is not expressly reflected in the financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 8. FINANCIAL STATEMENTS

The following consolidated financial statements are included beginning on page F-1 of this report:

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2012 and 2011	F-2
Statements of Operations for the years ended December 31, 2012 and 2011	F-3
Statements of Stockholders’ Equity for the years ended December 31, 2012 and 2011	F-4
Statements of Cash Flows for the years ended December 31, 2012 and 2011	F-5
Notes to Consolidated Financial Statements	F-6

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, who is also serving as our Principal Financial Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Management’s Annual Report on Internal Controls over Financial Reporting

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of our annual financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2012 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this evaluation, under that framework, management has concluded that our internal control over financial reporting was not effective as of December 31, 2012. Our Chief Executive Officer, who is also serving as our Principal Financial Officer and Principal Accounting Officer, concluded that we have material weaknesses in our internal control over financial reporting because we do not have an adequate segregation of duties due to a limited number of employees among whom duties can be allocated. The lack of segregation of duties is due to the limited nature and resources of the Company. The Company is planning on implementing an accounting policy and procedure plan during the second quarter of 2013.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes In Internal Controls over Financial Reporting

No changes were made in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Our executive officers, directors are:

Name	Age	Position
John A. Norris, J.D., M.B.A. Mark A. Moore, Ph.D. Hong Zhang, Ph.D. Herbert A. Fritsche, Ph.D.	65 67 49 70	Chief Executive Officer and Director Vice President, Product Development Senior Vice President, Computational Medicine Senior Vice President, Chief Science Officer and Director (Retired)
Joseph McKenzie, D.V.M.	62	Chairman, Board of Directors
David Eckoff	48	Director
Sumio Takeichi	72	Director

The following sets forth the biographical information for our executive officers:

John A. Norris, J.D., M.B.A. has served as our Chief Executive Officer since December 18, 2012. Previously, Dr. Norris served as Senior Vice President, Chief Regulatory and Technology Officer since October 2010. Dr. Norris served as our Chief Operating Officer from September 2009 to October 2010. Dr. Norris also serves as Chairman of Norris Capital. From March 2007 to November 2008, Dr. Norris served as the Chairman and CEO of Needlebot, Inc. From May 1999 to June 2005 Dr. Norris served as the Chairman and CEO of Coprindm Corporation (now Decision View). Dr. Norris is a former Principal Deputy Commissioner and COO of the US FDA in Washington, DC, where he led the last major FDA reform initiative, from May 1984 to May 1988. This work was performed under the overall leadership and guidance of President Ronald Reagan, HHS Secretaries Margaret Heckler and Dr. Otis Bowen, FDA Commissioner Dr. Frank Young, Senator Orrin Hatch and Congressman Paul Rogers. Dr. Norris also taught healthcare policy and management (including healthcare-reform, Medicare-reform, healthcare-IT-reform, personalized-medicine-reform, and FDA-reform) at Harvard University, and was founder and faculty-editor-in-chief of the American Journal of Law, Medicine, and Ethics, a leading academic publication covering healthcare policy, law, regulation, management, finance, and ethics. Dr. Norris has been the CEO to a significant number of successful life-sciences and healthcare-IT companies and has served on the boards of and/or consulted with dozens more. For example, he helped the billion dollar turn-around of the laser eye surgery company, Summit Technology. Additionally, he has consulted with senior executives of leading companies, including Pfizer, Merck, Johnson & Johnson, and Glaxo Smithkline, among others.

Mark A. Moore, Ph.D., was appointed interim Chief Operating Officer of the Company on November 16, 2012. Dr. Moore has subsequently taken the role of Vice President, Product Development on a permanent basis. In addition to his role with HDC, Dr. Moore serves as Chairman and Chief Executive Officer of SVM Capital, LLC (“SVM Capital”). SVM Capital was formed as a joint venture between the Company and Atlantic Alpha Strategies, LLC (“Atlantic Alpha”), an absolute return hedge fund, to explore and exploit the potential applicability of the Company’s SVM technology to quantitative investment management techniques. Dr. Moore received a B.A. degree in Science and Philosophy from Florida Atlantic University in 1966. He received a Ph.D. in Philosophy with an emphasis on Value Theory and Logic from the University of Tennessee, Knoxville in 1973. Currently, Dr. Moore is also Chairman of Atlantic Alpha. In addition, Dr. Moore has served as Treasurer and Chairman of Memorial Health University Hospital Foundation as well as a member of the Board of Directors of Memorial Health University, where he is a member of the Investment and Finance Committee. Dr. Moore remains a member of Memorial Foundation Board.

Hong Zhang, Ph.D., has been our Senior Vice President, Computational Medicine since 2004. As visiting faculty at Johns Hopkins University, Dr. Zhang lectured at the Center for Biomarker Discovery on Bioinformatics: Peak Detection Methods for Mass Spectral Data. Currently a Yamacraw Associate Professor at Armstrong Atlantic University, Dr. Zhang was the Vice President and CIO for a neural network and computer assisted medical diagnostic systems company that employs neural network and mathematical/statistical preprocessing techniques. In this position, Dr. Zhang was involved in digital image processing and pattern recognition for medical image processing as well as software design and programming for support vector machine applications. Dr. Zhang was a professor in the Department of Mathematical Sciences at Purdue University from 1989 to 1996. He has held numerous academic positions, including Adjunct Associate Professor, Associate Professor with Tenure, and Assistant Professor. He was a visiting Associate Professor in 1995 in the Department of Biometry at the Medical University of South Carolina.

Throughout his academic career, Dr. Zhang has consulted on many software and analytical development projects for Union Switch and Signal, Inc., General Electric Company, and the Department of Pharmacology at the University of Pittsburgh. Dr. Zhang has published numerous articles on the use of neural networks in the detection of cancers. He has been published in more than twenty medical and technical journals. Dr. Zhang received a Ph.D., Mathematics at the University of Pittsburgh, 1989, M.A., Mathematics, University of Pittsburgh, 1986, M.S.E.E., Electrical Engineering, University of Pittsburgh, 1984, B.S., Computer Science, Fudan University, 1982. Dr. Zhang’s numerous awards and honors include: National Cancer Institute SBIR Grant, 1999, 2000; Purdue Research Foundation Summer Faculty Grant, 1993; IPFW Summer Research Grant, 1992; Andrew Mellon Fellowship, 1986-1987; Andrew Mellon Fellowship, 1985-1986; First Place, Fudan University Mathematics Competition, 1979.

Herbert A. Fritsche, Ph.D., was appointed as our Senior Vice President, Chief Science Officer on September 1, 2010. He also serves as a member of our Board of Directors since July 2011. Prior to these positions, Dr. Fritsche was Professor of Laboratory Medicine and Chief of the Clinical Chemistry Section at The University of Texas, M.D. Anderson Cancer Center in Houston, Texas. During his 42 years at M.D. Anderson Cancer Center, Dr. Fritsche has focused his research activities on the development and validation of cancer diagnostics. Dr. Fritsche has participated in the validation and FDA clearance process for every commercial serum tumor marker product currently in use in the United States. Dr. Fritsche has served as President of the Clinical Ligand Assay Society (CLAS) and on various committees for both the CLAS and the American Association for Clinical Chemistry (AACC). He is a fellow of the National Academy of Clinical Biochemistry and was awarded the National Award for Contributions in Education by the AACC; the Outstanding Clinical Chemist Award by the Texas Section, AACC; a Dean’s Excellence Award for the University of Texas Graduate School of Biomedical Science; a Distinguished Scientist Award from the CLAS; and the Johnson and Johnson Award for Outstanding Research and Contributions to Clinical Biochemistry from the National Academy of Clinical Biochemistry. Dr. Fritsche currently serves on the Expert Panel for developing Tumor Marker Practice Guidelines for the American Society of Clinical Oncology, and the Laboratory Practice Guidelines Committee for the National Academy of Clinical Biochemistry. In addition, he serves on the Editorial Board of six international scientific journals. Dr. Fritsche serves as a consultant/advisor to the National Cancer Institute and for some major international diagnostic companies and biotech start-up companies. Dr. Fritsche has published over 170 peered reviewed scientific papers, invited articles and book chapters. Dr. Fritsche holds 3 patents and has 2 other applications on file. He has lectured extensively for many years at international and national meetings. Dr. Fritsche retired from the Company as an executive and Director on December 31, 2012. He continues to serve the Company as a Consultant.

In addition to the information presented in the biographical details below regarding each director’s specific experience, qualifications, attributes and skills that led us to conclude that he should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board.

Joseph McKenzie, D.V.M., has been a member of the Board of Directors since April 2009. Dr. McKenzie practices veterinary medicine, having founded and managed the multi-million dollar growth of multiple veterinary practices in Georgia, South Carolina and Florida. He also created and built the community “drug dog” program, which over the years and across the nation has become a generally accepted and highly successful weapon against drug smuggling at the port of Savannah as well as in the community at large. Dr. McKenzie has also been honored for his years of valuable service on the Board of Directors of the Georgia Veterinary Medical Association. Dr. McKenzie holds a degree in chemistry from Armstrong Atlantic State University, where he was recently honored as its most outstanding alumnus. He also holds a doctorate in veterinary science from the University of Georgia’s College of Veterinary Medicine.

David Eckoff joined the Board of Directors on February 25, 2013. Mr. Eckoff is an experienced entrepreneur, technological innovator, and corporate executive with more than twenty-five years of experience. Mr. Eckoff is Co-Founder of Pickoff LLC, a technology startup developing a SaaS social games platform. He is also an advisor to technology companies, helping take revolutionary ideas from the drawing board to market. Eckoff has advised companies including Kleiner Perkins backed Zazzle.com, live interactive broadcasting platform Ustream.TV, 3D Virtual World innovator Kaneva, and more.

Previously, Mr. Eckoff was Vice President, New Products at Turner Broadcasting (a Time Warner company, NYSE: TWX) responsible for overseeing the development, evaluation and launch of new products across the Turner entertainment, news and animation divisions. Before joining Turner, Mr. Eckoff was Senior Director at RealNetworks Inc. (NASDAQ: RNWK). Before joining Real, Mr. Eckoff was Senior Vice-President at Rivals.com, and was employed by IBM Corporation (NYSE: IBM) and Raytheon Company (NYSE: RTN) in various financial management positions.

Mr. Eckoff holds an MBA from the University of North Carolina at Chapel Hill and a BBA in accounting from the University of Massachusetts Amherst.

Sumio Takeichi joined the Board of Directors on December 6, 2012. Mr. Takeichi is a Japanese citizen who is a well-known and widely respected high-tech businessman in Japan and throughout Asia, who served as Director of Cangen Corporation, USA, Senior Corporate Advisor of Cangen Biotechnologies, Inc., and President of Cangen Japan. Cangen Biotechnologies, Inc., a cancer-focused biotechnology company, developed and marketed diagnostic tests for early detection of cancer.

Mr. Takeichi is a former director of the Mitsubishi Corporation which, with 60,000 employees, is one of the world’s largest corporations. In addition, he served as Executive Vice President of the Mitsubishi International Corporation, New York, USA, Chief Representative for Mitsubishi International Corporation in Washington, D.C., General Manager of Mitsubishi Corporation, Tokyo, and Manager of Mitsubishi International GmbH, Dusseldorf, Germany. He currently serves as a corporate advisor of the Mitsubishi Corporation.

In addition, Mr. Takeichi presently serves as the Senior Advisor to the Governor of Kanagawa Prefecture, Japan’s second largest state government, after Tokyo. He also serves as a Special Advisor to the Japan Management Association (JMA), Japan’s largest management association; having more than 1,300 Tokyo Stock Exchange listed corporations as its members. He also serves as a Principal Member of the Green Finance Corporation (GFC), and as a Principal Member of the Food, Drug, Device and Healthcare Strategic Service Corporation (FDDH SSC), as well as, Secretary General of FTRT (Financial Technology Roundtable among MOF, FSA, National Tax Bureau) in Tokyo, Japan. Mr. Takeichi’s previous positions include a three-year tenure as ... the Director of Marketing and Business Development at IFC (International Finance Corporation, part of the World Bank Group). He also served as Chairman of the Cosmos Alliance Board in Washington, D.C., a US Bio Venture-Capital firm established by Dr. Frank Young, Former US FDA Commissioner, and Dr. John Norris, Former US Deputy FDA Commissioner,

Mr. Takeichi received a B.A. in Economics from Keio University in 1966 and has since received advanced certification from the Japan Management Association and the Harvard Graduate School of Business.

The directors named above will serve until the next annual meeting of our stockholders. Absent an employment agreement, officers hold their positions at the pleasure of the Board of Directors

Nominees for Directors

In filling vacancies and otherwise identifying candidates for our Board of Directors, we seek individuals who will be able to guide our operations based on their business experience, both past and present, or their education. Responsibility for our operations is centralized within management.

Shareholder Nomination of Candidates for Board of Directors

Nominations of persons for election to the Board of Directors may be made by any shareholder who complies with the notice provisions set forth in the Bylaws, which provides that a shareholder’s notice must be delivered or mailed and received at the principal executive office of the Company not less than thirty days before the date of the meeting; provided, however, that in the event that less than forty days’ notice or prior public disclosure of the date is given, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which the public announcement of the meeting date was made. Such shareholder’s notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a Director, all information relating to such person as required to be disclosed in solicitation of proxies for election of Directors made in compliance with Regulation 14A under the Securities and Exchange Act of 1934, as amended (including such person’s written consent to being named in a proxy statement as a nominee and to serving as a Director if elected); and (ii) as to the shareholder giving the notice (A) the name and address, as they appear on the books of the Company, of such shareholder and (B) the class and number of shares of the Company’s capital stock that are beneficially owned by such shareholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Executive Vice President of the Company that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Company unless nominated in accordance with the applicable provisions of the Company’s Bylaws.

Code of Ethics

The Company has adopted a Code of Ethics applicable to our Chief Executive Officer and Principal Financial Officer. This Code of Ethics is posted on our website at www.healthdiscoverycorp.com. The Code of Ethics is also available without charge upon request directed to Investor Relations, Health Discovery Corporation, 620 County Road, Hanson, MA 02341. The Company intends to disclose amendments or waivers of the Code of Ethics required to be disclosed by posting such information on its website.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth various elements of compensation for our Named Executive Officers for each of the last two fiscal years:

Name and Principal Position	Year	Salary ($)		Bonus ($)			All Other Compensation ($)			Total
John A. Norris, J.D., M.B.A.	2012	$	125,000	$	50,000		$	-		$	175,000
Chief Executive Officer	2011	$	120,000	$	30,000		$	1,186	(1)	$	151,186

Mark A. Moore, Ph.D.	2012	$	13,846		-			-		$	13,846
Vice President, Product Development	2011	$	-		-			-		$	-

Hong Zhang, Ph.D.	2012	$	132,000		-			-		$	132,000
Senior Vice President, Computational Medicine	2011	$	132,000		-			-		$	132,000

Herbert A. Fritsche, Ph.D. (2)	2012	$	230,769		-		$	8,009	(1)	$	238,778
Senior Vice President, Chief Science Officer	2011	$	250,000		-			-		$	250,000

Stephen D. Barnhill, M.D., Former Chairman	2012	$	264,423	$	377,441	(4)	$	129,770	(5)	$	771,634
and Chief Executive Officer (3)	2011	$	300,000	$	4,534		$	37,203	(1)	$	341,737

(1)	Represents health insurance premiums and reimbursed healthcare costs.
(2)	Dr. Fritsche retired as a full time employee and director as of December 31, 2012. He continues as a consultant to the Company.
(3)	Dr. Barnhill resigned as a CEO on October 21, 2012.
(4)	Represents $100,000 in costs associated with stock grant and $277,441 in cash bonus.
(5)	Represents $71,400 in consulting fees, $35,485 in health insurance premiums, and $22,885 in vacation time.

Employment Agreements

John A. Norris, J.D., M.B.A.

On December 18, 2012, the Board of Directors appointed John A. Norris, J.D., M.B.A. as Chief Executive Officer. The Board of Directors also granted Dr. Norris a 2012 year-end bonus of $50,000 as well as entered into a new employment agreement with him. The employment agreement has an initial term of six months and the Company shall, absent prior proper termination, automatically enter into a three year agreement with Dr. Norris.

Under the terms of the employment agreement, Dr. Norris received a one-time bonus of 1,000,000 shares of the Company’s common stock and an annual base salary of $250,000. Dr. Norris will also be eligible to receive a cash bonus equal to $100,000 for every $0.01 in earnings per share as measured by US GAAP with a maximum of $400,000 received during each calendar year of the agreement. The Company will pay a $100,000 cash bonus to Dr. Norris if the Company obtains equity investment of at least $10,000,000 before the six month anniversary of the employment agreement.

Dr. Norris may receive an option to purchase 10,000,000 shares of common stock according to the vesting schedule disclosed earlier. Dr. Norris may also receive a grant of 5,000,000 of shares of the Company’s common stock upon the Company attaining certain performance metrics in market capitalization.

Dr. Norris is eligible to be reimbursed monthly for reasonable and necessary business expenses and to receive health insurance benefits and other benefits. Dr. Norris will be entitled to twenty paid vacation days during the calendar year. If Dr. Norris’ employment is terminated Without Cause, as that term is defined in the employment agreement, or if Dr. Norris terminates the employment agreement for Good Reason, as that term is defined in the employment agreement, then Dr. Norris will receive severance and an acceleration of his equity vesting terms. If the employment agreement is terminated for any other reason than Without Cause or for Good Reason, Dr. Norris is not eligible to receive severance. The employment agreements also generally provides that Dr. Norris will keep confidential information confidential and that he will not compete with us in our business nor solicit our customers or employees following termination of employment.

Stephen D. Barnhill, M.D.

On May 14, 2012, the Company entered into a new employment agreement with Dr. Stephen Barnhill for his employment as Chief Executive Officer. Dr. Barnhill’s existing employment agreement expired on August 30, 2010 and the Company and Dr. Barnhill agreed to extend those terms on a month to month basis while negotiating this new agreement.

The employment agreement had a term of three years. Under the terms of the employment agreement, Dr. Barnhill received a one-time retention signing bonus of 1,000,000 shares of the Company’s common stock and an annual base salary of $350,000. The fair value of this stock grant was based on the closing price of the Company’s stock on the date of the grant. As a result, the Company recognized a cost of $100,000 during the second quarter 2012.

On October 21, 2012, Stephen D. Barnhill, M.D., resigned as an employee of the Company, effective immediately, and resigned as Chief Executive Officer of the Company, effective upon the appointment of his successor. Dr. Barnhill continued to serve in the role of interim Chief Executive Officer until the Board of Directors identifies and appoints a successor which occurred on December 18th 2012 with the appointment of Dr. Norris as CEO.

In connection with his resignation as an employee and his continued service as a consultant to the Company, the Company entered into a consulting agreement with Dr. Barnhill. The consulting agreement includes among its provisions compensation to Dr. Barnhill at the rate of $200 per hour for a minimum of 35 hours per week. The Company also agreed to pay Dr. Barnhill his earned but unused vacation for 2012 upon execution of the Consulting Agreement.

After giving Dr. Barnhill notice, the Company terminated the Consulting Agreement by and between the Company and Dr. Barnhill, effective January 31, 2013, for cause. Dr. Barnhill was required to work within the terms of Consulting Agreement in order to continue to receive payment under the Consulting Agreement. The cause for termination was due to performance issues. Additionally, because the termination was for cause, Dr. Barnhill is no longer entitled to receive payment from the Company.

Outstanding Equity Awards at Fiscal Year-End

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date
John A. Norris, J.D., M.B.A.		-		1,000,000	$	0.05	December 18, 2017
Mark A. Moore, Ph.D.		-		-		-	-
Hong Zhang, Ph.D.		-		-		-	-
Herbert A. Fritsche, Ph.D.		-		-		-	-
Stephen D. Barnhill, M.D.		5,000,000		-	$	0.08	February 16, 2013

Director Compensation

Outside directors are paid $1.00 each year. Each outside director was awarded options in either 2012 or 2013 to purchase shares of the Company’s Common Stock as described below.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)		Total ($)
John A. Norris, J.D., M.B.A. (1)	$	0.00	$	0.00	$	0.00
Joseph McKenzie, D.V.M. (2)	$	1.00	$	28,956	$	28,957
David Eckoff (1)	$	0.00	$	0.00	$	0.00
Sumio Takeichi (1)	$	0.00	$	0.00	$	0.00

(1)	1,500,000 options granted on February 28, 2013
(2)	500,000 options granted in 2009 are fully vested as of December 31, 2012. 1,000,000 options granted in 2011, 750,000 were vested as of December 31, 2012. An additional 250,000 options vest in April 2013.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information concerning the beneficial ownership of our Common Stock as of March 29, 2013 by (i) each of our directors, (ii) each of our executive officers, (iii) each person who is known to us to be the beneficial owner of more than five percent of our Common Stock, and (iv) all of our executive officers and directors as a group. At March 29, 2013, there were 233,773,144 shares of Common Stock outstanding and 17,340,175 shares of Series B Preferred Stock outstanding. At March 29, 2013 there were no shares of Series A Preferred Stock outstanding. Unless otherwise noted, the address of each beneficial owner below is 620 County Road, Hanson, MA 02341

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner			Percent of Class (1)
John A. Norris, J.D., M.B.A., Chief Executive Officer and Director		1,000,000	(2)		*
Joseph McKenzie, D.V.M., Chairman, Board of Directors		7,056,225	(3)		3.0	%
David Eckoff, Director		-	(4)		*
Sumio Takeichi, Director		-	(4)		*
Mark A. Moore, Ph.D., Vice President, Product Development		844,000			*
Hong Zhang, Ph.D., Senior Vice President, Computational Medicine		-			*
Herbert A. Fritsche, Ph.D., Senior Vice President, Chief Science Officer and Director (Retired)		1,000,000	(5)		*
Stephen D. Barnhill, M.D., Former Chairman and Chief Executive Officer		8,600,000	(6)		3.7	%
William F. Quirk, Jr. 10 Walter Witch Crossing Savannah, Georgia 31411		21,232,460			9.1	%
All executive officers and directors as a group (8 persons)		18,500,225			7.8	%

	*	Less than 1%
	(1)	The percentage assumes the exercise by the stockholder or group named in each row of all options or warrants for the purchase of our Common Stock held by such stockholder or group and exercisable within 60 days as of March 29, 2013.
	(2)	Does not include options granted in December 2012 and February 2013 which are not exercisable within 60 days of March 29, 2013.
	(3)	Consists of 1,500,000 currently exercisable options.
	(4)	Does not include options granted in February 2013 which are not exercisable within 60 days of March 29, 2013.
	(5)	Includes 1,000,000 currently exercisable options granted in January 2013.
	(6)	Includes 5,000,000 shares held by the Barnhill Group LLC.

For Equity Compensation Plan Information Table, see “Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company has adopted the independence standards promulgated by the New York Stock Exchange and has made a determination that, as of March 29, 2013, the following directors are independent according to those standards: Dr. McKenzie, Mr. Eckoff and Mr. Takeichi. Dr. Norris is not independent according to the New York Stock Exchange independence standards.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the fees billed by Hancock Askew & Co. LLP for 2012 and 2011.

	2012		2011

Audit Fees	$	87,500	$	82,500

Audit-Related Fees	$	16,686	$	12,385

Tax Fees	$	8,250	$	8,225

Sub-Total	$	112,436	$	103,110

All Other Fees	$	-	$	-

Total Fees	$	112,436	$	103,110

Audit Fees. This category includes aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements for the years ended December 31, 2012 and 2011, review for the annual report on Form 10-K and for the limited reviews of quarterly condensed financial statements (Forms 10-Q) included in periodic reports filed with the Securities and Exchange Commission during 2012 and 2011, including out of pocket expenses.

Audit-Related Fees. This category includes fees billed for professional services associated with consultation concerning financial accounting and reporting standards.

Tax Fees. This category includes the aggregate fees billed or to be billed for tax services for the years ended December 31, 2012 and 2011.

All Other Fees. This category includes the aggregate fees billed for all other services, exclusive of the fees disclosed above, rendered to the Company.

The services provided by the independent auditors were pre-approved by the Board of Directors of the Company to the extent required under applicable law. The Board of Directors of the Company requires pre-approval of all audit and allowable non-audit services.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Documents filed as part of this Report:

(1)	Financial Statements - all financial statements of the Company as set forth under Item 8 of this Report.

(2)	Financial Statement Schedules - As a smaller reporting company we are not required to provide the information required by this item.

(3)

Exhibits

(b)	The following exhibits are attached hereto or incorporated by reference herein (numbered to correspond to Item 601(b) of Regulation S-K, as promulgated by the Securities and Exchange Commission) and are filed as part of this Form 10-K:

3.1	Articles of Incorporation. Registrant incorporates by reference Exhibit 3.1 to Form 8-K filed July 18, 2007.

3.1(a)	Articles of Amendment to Articles of Incorporation. Registrant incorporates by reference Exhibit 99.1 to Form 8-K filed October 10, 2007.

3.1(b)	Articles of Amendment to Articles of Incorporation. Registrant incorporates by reference Exhibit 3.1(b) to Form 10-K filed March 31, 2009.

3.1(c)	Amended and Restated Articles of Amendment to Articles of Incorporation. Registrant incorporates by reference Exhibit 3.1 to Form 10-Q filed November 16, 2009.

3.2	By-Laws. Registrant incorporates by reference Exhibit 3.2 to 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(a)	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.

4.1(b)	Copy of Specimen Certificate for shares of Series A Preferred Stock. Registrant incorporates by reference Exhibit 4.1(b) to Form 10-K filed March 31, 2008.

4.1(c)	Copy of Specimen Certificate for shares of Series B Preferred Stock. Registrant incorporates by reference Exhibit 4.1(c) to Form 10-K filed March 31, 2009.

10.1	License Agreement between Health Discovery Corporation and Abbott Molecular Inc., dated January 30, 2009. Registrant incorporates by reference Exhibit 10.13 to Form 10-K filed March 31, 2009. **

10.2	License Agreement between Health Discovery Corporation and Quest Diagnostics Incorporated, dated January 30, 2009. Registrant incorporates by reference Exhibit 10.3 to Form 8-K filed February 5, 2009. **

10.3	Development Agreement by and among the Company, Smart Personalized Medicine, LLC and Quest Diagnostics Incorporated dated March 11, 2010. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.

10.4	Licensing Agreement by and among the Company, Smart Personalized Medicine, LLC and Quest Diagnostics Incorporated dated March 11, 2010. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.

10.5	License Agreement, dated August 22, 2008, by and between the Company and Smart Personalized Medicine, LLC. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.

10.6	Amendment to License Agreement by and between the Company and Smart Personalized Medicine, LLC dated as of March 11, 2010. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.

10.7	Settlement and Release Agreement with Prime Mover Capital Partners, LP. Registrant incorporates by reference Exhibit 10.1 to Form 10-Q/A filed on February 11, 2011.

10.8	Settlement and Release Agreement between the Company and William F. Quirk, Jr. dated as of September 22, 2010. Registrant incorporates by reference Exhibit 10.2 to Form 10-Q filed on November 15, 2010.
10.9	Release Agreement between the Company and R. Scott Tobin dated October 2, 2010. Registrant incorporates by reference Exhibit 10.24 to Registration Statement on Form S-1 (333-171120) filed on December 8, 2010.
10.10	License Agreement, dated January 6, 2012, between Health Discovery Corporation and NeoGenomics Laboratories, Inc. Registrant incorporates by reference Exhibit 10.27 to Form 8-K filed on January 12, 2012.
10.11	Consulting Agreement between the Company and Stephen D. Barnhill, M.D. dated as of October 21, 2012. Registrant incorporates by reference Exhibit 10.1 to Form 10-Q filed on November 16, 2012.*

10.12	Employment Agreement between the Company and John A. Norris, J.D., M.B.A. dated as of December 18, 2012. Filed herewith. *

10.13	Termination Letter to the Consulting Agreement with Stephen D. Barnhill, M.D. dated January 31, 2013. Filed herewith *

23.1	Consent of Hancock Askew & Co. LLP. Filed herewith.
31.1	Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer. Filed herewith.

32.1	Section 1350 Certification of Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer. Filed herewith.
* **	Management contract or compensatory plan or arrangement Portions of exhibit have been omitted pursuant to a confidentially agreement

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HEALTH DISCOVERY CORPORATION

	By:	/s/ John A. Norris, J.D., M.B.A.
		Chief Executive Officer,
		Principal Financial Officer, and Principal Accounting Officer

	Date: March 29, 2013

Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ John A. Norris, J.D., M.B.A.	Chief Executive Officer, Director, Principal Financial Officer, and Principal Accounting Officer	March 29, 2013
John A. Norris, J.D., M.B.A.

/s/ Joseph McKenzie, D.V.M.	Chairman	March 29, 2013
Joseph McKenzie, D.V.M.

	Director	March 29, 2013

David Eckoff

/s/ Sumio Takeichi	Director	March 29, 2013
Sumio Takeichi

Hancock Askew & Co LLP

100 Riverview Drive

Savannah, Georgia 31404

Report of Independent Registered Public Accounting Firm

Board of Directors

Health Discovery Corporation

Savannah, Georgia

We have audited the accompanying balance sheets of Health Discovery Corporation as of December 31, 2012 and 2011, the related statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2012. These financial statements are the responsibility of the management of Health Discovery Corporation. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Health Discovery Corporation as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note L to the financial statements, the Company has incurred recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note L. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Hancock Askew & Co., LLP

Savannah, Georgia

March 29, 2013

F-1

HEALTH DISCOVERY CORPORATION

Balance Sheets

December 31, 2012 and 2011

	December 31,			December 31,
	2012			2011
Assets
Current Assets
Cash	$	171,424		$	890,326
Accounts Receivable		90			397
Investment in Available For Sale Securities (Note J)		1,716,160			-
Prepaid Expenses and Other Assets		-			45,350

Total Current Assets		1,887,674			936,073

Equipment, Less Accumulated Depreciation of $47,219 and $37,061		11,329			17,609

Other Assets
Deferred Charges		-			44,764
Patents, Less Accumulated Amortization of $2,256,570 and $1,993,851		1,729,224			1,991,943

Total Assets	$	3,628,227		$	2,990,389


Liabilities and Stockholders’ Equity

Current Liabilities
Accounts Payable - Trade	$	139,790		$	378,154
Accrued Liabilities		55,500			21,500
Dividends Payable - Special		-			21,018
Deferred Revenue		1,024,988			114,035

Total Current Liabilities		1,220,278			534,707

Long Term Liabilities
Deferred Revenue		1,216,616			717,829
Dividends Payable		455,546			316,064

Total Liabilities		2,892,440			1,568,600

Stockholders’ Equity
Series B Preferred Stock, Convertible,
20,625,000 Shares Authorized, 17,340,175 Issued and Outstanding		1,490,015			1,490,015
Common Stock, No Par Value, 300,000,000 Shares Authorized
233,773,144 Shares Issued and Outstanding December 31, 2012
231,299,810 Shares Issued and Outstanding December 31, 2011		25,263,426			25,508,691
Accumulated Deficit		(26,017,654	)		(25,576,917	)

Total Stockholders’ Equity		735,787			1,421,789

Total Liabilities and Stockholders’ Equity	$	3,628,227		$	2,990,389

See accompanying notes to financial statements.

F-2

HEALTH DISCOVERY CORPORATION

Statements of Operations

For the Years Ended December 31, 2012 and 2011

	2012			2011
Revenues:
Licensing & Development	$	1,585,517		$	118,954

Operating Expenses:
Amortization		262,719			262,719
Professional and Consulting Fees		698,676			629,501
Legal Fees		228,557			221,113
Research & Development Fees		127,648			250,971
Compensation		1,483,899			1,135,189
Other General and Administrative Expenses		621,266			634,452
Total Operating Expenses		3,422,765			3,133,945

Loss From Operations		(1,837,248	)		(3,014,991	)

Other Income
Realized Gain on Available for Sale Securities (Note J)		668,852			-
Unrealized Gain on Available for Sale Securities (Note J)		726,600			-
Interest Income		1,059			6,385
Gain on Payables Restructuring		-			483,658
Total Other Income		1,396,511			490,043

Net Loss	$	(440,737	)	$	(2,524,948	)

Preferred Stock Dividends		139,481			144,231

Loss Attributable to Common Shareholders	$	(580,218	)	$	(2,669,179	)


Weighted Average Outstanding Shares		232,374,255			230,268,377

Loss Per Share (basic and diluted)	$	(0.002	)	$	(0.012	)

See accompanying notes to financial statements.

F-3

HEALTH DISCOVERY CORPORATION

Statements of Changes in Stockholders’ Equity

For the Year Ended December 31, 2012 and 2011

Issued and Outstanding

	Preferred Shares A		Preferred Shares B			Common Shares		Preferred Amount A		Preferred Amount B		Common Amount			Accumulated Deficit			Total Stockholders’ Equity

Balance – January 1, 2011		-		18,777,675			229,475,747	$	-	$	1,490,015	$	25,593,728		$	(23,051,969	)	$	4,031,774
Share-based compensation and exercise of options		-		-			386,563		-		-		59,194			-			59,194
Series B Preferred Stock Exchanged for Common Stock		-		(1,437,500	)		1,437,500		-		-		-			-			-
Series B Preferred Stock Annual Dividend		-		-			-		-		-		(144,231	)		-			(144,231	)

Net Loss		-		-			-		-		-		-			(2,524,948	)		(2,524,948	)

Balance - December 31, 2011		-		17,340,175			231,299,810		-	$	1,490,015	$	25,508,691		$	(25,576,917	)	$	1,421,789
Shares issued pursuant upon the exercise of options		-		-			473,334		-		-		-			-			-
Stock issued for sevices		-					2,000,000		-		-		150,000			-			150,000
Share-based Compensation and Expense		-		-			-		-		-		94,098			-			94,098
Series B Preferred Stock Special Dividend		-		-			-		-		-		(349,882	)		-			(349,882	)
Series B Preferred Stock Annual Dividend		-		-			-		-		-		(139,481	)		-			(139,481	)
Net Loss		-		-			-		-		-		-			(440,737	)		(440,737	)
Balance - December 31, 2012		-		17,340,175			233,773,144	$	-	$	1,490,015	$	25,263,426		$	(26,017,654	)	$	735,787

See accompanying notes to financial statements.

F-4

HEALTH DISCOVERY CORPORATION

Statements of Cash Flows

For the Years Ended December 31, 2012 and 2011

	2012			2011
Cash Flows From Operating Activities
Net Loss	$	(440,737	)	$	(2,524,948	)
Adjustments to Reconcile Net Loss to Net Cash
Used for Operating Activities:
Stock-based compensation		94,098			59,194
Common stock issued for services		150,000			-
Gain on Payables Restructuring (Note G)		-			(483,658	)
Realized Gain on Investments in Available for Sale Securities Measured in Accordance with the Fair Value Option (Note J)		(668,852	)		-
Unrealized Gain on Investments in Available for Sale Securities Measured in Accordance with the Fair Value Option (Note J)		(726,600	)		-
Decrease in Deferred Charges		44,764			6,975
Depreciation and Amortization		272,877			272,384
Decrease in Accounts Receivable		307			334,591
Decrease in Recoverable Development Costs		-			96,249
Decrease in Deferred Revenue		(535,060	)		(114,034	)
Decrease in Prepaid Expenses and Other Assets		45,350			30,436
(Decrease) Increase in Accounts Payable – Trade		(238,364	)		41,686
Increase (Decrease) in Accrued Liabilities		34,000			(100,652	)
Net Cash Used by Operating Activities		(1,968,217	)		(2,381,777	)

Cash Flows From Investing Activities:
Proceeds from Sale of Available for Sale Securities (Note J)		1,624,092			-
Purchase of Equipment		(3,878	)		(3,798	)
Net Cash Provided by (Used for) Investing Activities		1,620,214			(3,798	)

Cash Flows From Financing Activities:
Dividends Paid		(370,899	)		(19,729	)
Net Cash Used for Financing Activities		(370,899	)		(19,729	)

Net Decrease in Cash		(718,902	)		(2,405,304	)

Cash, at Beginning of Period		890,326			3,295,630

Cash, at End of Period	$	171,424		$	890,326

See accompanying notes to financial statements.

F-5

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements

Note A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Health Discovery Corporation (the “Company”) is a biotechnology-oriented company that has acquired patents and has patent pending applications for certain machine learning tools, primarily pattern recognition techniques using advanced mathematical algorithms to analyze large amounts of data thereby uncovering patterns that might otherwise be undetectable. Such machine learning tools are currently in use for diagnostics and drug discovery, but are also marketed for other applications. The Company licenses the use of its patented protected technology and may provide services to develop specific learning tools under development agreements or to sell to third parties.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. Significant estimates that are particularly susceptible to change in the near-term include the valuation of share-based compensation and consideration for services and the recoverability of the patents.

REVENUE RECOGNITION

Revenue is generated through the sale or license of patented technology and processes and from services provided through development agreements. These arrangements are generally governed by contracts that dictate responsibilities and payment terms. The Company recognizes revenues as they are earned over the duration of a license agreement or upon the sale of any owned patent once all contractual obligations have been fulfilled. If a license agreement has an undetermined or unlimited life, the revenue is recognized over the remaining expected life of the patents. Revenue is recognized under development agreements in the period the services are performed.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and monies invested in overnight funds with financial institutions.

ACCOUNTS RECEIVABLE

Trade accounts receivable for licensing fees and development services are recorded at net contract value based upon the written agreement with the customer. In certain cases, accounts receivable may include royalties’ receivable from customers based upon those customers estimated sales of the products or diagnostic tests containing patented processes and technologies. The Company considers amounts past due based on the related terms of the agreement and reviews its exposure to amounts receivable based upon collection history and specific customer credit analysis. The Company provides an allowance for doubtful amounts if collectability is no longer reasonably assured. As of December 31, 2012 and 2011, all amounts receivable are considered fully collectable and no allowance for doubtful accounts was recorded.

PROPERTY AND EQUIPMENT

Property and equipment, which consists of office furniture, computer equipment and leasehold improvements, are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the term of the lease, whichever is shorter.

F-6

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

PATENTS

Initial costs paid to purchase patents are capitalized and amortized using the straight line method over the remaining life of the patent. The Company capitalizes the external costs and filing fees associated with obtaining patents on its new discoveries and amortizes these costs using the straight-line method over the shorter of the legal life of the patent or its economic life, generally 17 years, beginning on the date the patent is issued. Annual patent maintenance costs and annual license and renewal registration fees are expensed as period costs. If the applied for patents are abandoned or are not issued, the Company will expense the capitalized costs to date in the period of abandonment or earlier if abandonment appears probable. The carrying value of patents is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. As of December 31, 2012, the Company does not believe there has been any impairment of its intangible assets.

INVESTMENTS

The Company uses the equity method to account for its equity investments in ventures for which it has 50% or less ownership and the ability to exercise significant influence over operating and financial policies, but does not control. The Company uses the cost method to account for its investments in companies that it does not control and for which it does not have the ability to exercise significant influence over operating and financial policies.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax benefits and expenses or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income for the years in which those temporary differences are expected to be recovered or settled.

In the event the future tax consequences of differences between the financial reporting bases and tax bases of the Company’s assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such assets is made. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In assessing the probability of realizing the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies.

STOCK-BASED COMPENSATION

Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.

Valuation and Amortization Method – The fair value awards of stock which do not contain a market condition target are estimated on the grant date using the Black-Scholes option-pricing model. The fair value of options which contain a market condition, such as a specified hurdle price, is estimated on the grant date using a probability weighted fair value model similar to a lattice valuation model. Both the Black-Scholes and the probability weighted valuation models require assumptions and estimates of expected volatility, expected life, expected dividend yield and expected risk-free interest rates.

Expected Term – The expected term of the award represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. Given the lack of historical data and early-stage nature of the Company’s operations, the expected term is estimated as the contractual term.

Expected Volatility – Volatility is a measure of the amounts by which a financial variable such as stock price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses the historical volatility, employing a prior period equivalent to the expected term to estimate expected volatility.

F-7

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risk-Free Interest Rate – The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of a stock award.

RESEARCH AND DEVELOPMENT EXPENSE

The Company’s research and development costs are expensed as incurred and consist of expenses paid to consultants and external laboratories and related primarily to the costs of co-development studies, clinical trials, and projects undertaken. The R&D costs were $127,648 in 2012 and $250,971 in 2011.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses. The Company considers the carrying values of its financial instruments in the financial statements to approximate their fair value due to the short term nature of such items. Refer to Note J for discussion regarding the valuation of the Company’s investment in available for sale securities.

NET LOSS PER SHARE

Basic Earnings Per Share (“EPS”) includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. Due to the net loss in all periods presented the calculation of diluted per share amounts would cause an anti-dilutive result and therefore is not presented. Potentially dilutive shares at December 31, 2012 and 2011 include options and warrants outstanding of 12,250,000 and 30,291,667, respectively.

CONCENTRATIONS OF CREDIT RISK

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per account. From time-to-time, the Company’s cash balances exceed the amount insured by the FDIC. Management believes the risk of loss of cash balances in excess of the insured limit to be low.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2013, the FASB issued an amendment which requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This guidance is effective prospectively for annual and interim periods beginning after December 15, 2012. We do not expect the adoption of this guidance to have a material impact on our financial results.

F-8

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note B – DEFERRED REVENUE

Deferred revenue represents the unearned portion of payments received in advance for licensing or service agreements.

The Company received $500,000 in cash in March 2010 in connection with a licensing agreement completed in the first quarter of 2010. Deferred revenue of $500,000 was recorded and recognized as income over the estimated remaining term of the underlying patents of approximately 8 years, subject to the terms of the license agreement. The licensing and development revenue recognized during the twelve month period ended December 31, 2012 includes $457,088 related to the acceleration of the revenue recognition from deferred revenue because of the termination of the Abbott and Quest contracts as noted in the following paragraph.

The Company received $2,944,800 as a part of the NeoGenomics license agreement in January 2012. Deferred revenue of $2,944,800 was recorded and is being recognized as income over the next three years of the term of the license agreement. The Company treats the incremental direct cost of revenue arrangements, which consists principally of employee bonuses, as deferred charges. As such incremental direct costs are amortized to expense using the straight-line method over the same term as the revenue arrangement, subject to the terms of the license agreement. Due to the cancellation of the Quest and Abbott license agreements in September 2012, this revenue recognition was accelerated in the third quarter 2012.

The Company had total unearned revenue of $2,241,604 as of December 31, 2012. The long term portion of unearned revenue represents the remaining term of the agreements or the remaining lives of the underlying patents, as appropriate, and ranges from one to seven years.

The expected future annual recognition of revenue is as follows:

2013	$	1,024,988
2014		1,024,988
2015		43,388
2016		43,388
2017		43,388
Thereafter		61,464
Total expected future annual amortization	$	2,241,604

Note C – PATENTS

The Company has acquired a group of patents related to biotechnology and certain machine learning tools used for diagnostic and drug discovery.

The cost and accumulated amortization for 2012 and 2011 are as follows:

	2012			2011
Cost of Patents	$	3,985,794		$	3,985,794
Accumulated Amortization		(2,256,570	)		(1,993,851	)
Patents, Net of Amortization	$	1,729,224		$	1,991,943

Amortization charged to operations for each of the years ended December 31, 2012 and 2011 was $262,719. The weighted average remaining amortization period for patents at December 31, 2012 is 7 years. Estimated amortization expense for the next five years is $262,719 per year.

F-9

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note D – INVESTMENTS

On March 27, 2007, the Company and an investment partner formed SVM Capital LLC as an equity investment for purposes of utilizing SVMs as a quantitative investment management technique. The Company owns 45% of the membership interest and has significant influence with the operation of the entity but does not have control over the entity. The Company does not have any obligation to fund or provide support to SVM Capital LLC. Accordingly, the investment is accounted for using the equity method of accounting. The Company’s initial investment was $5,000 and the license to use the SVM technology applied to financial markets. The carrying value of this investment was zero as of December 31, 2012 and December 31, 2011.

In August 2008, pursuant to a license agreement, as amended, we contributed a license to Smart Personalized Medicine, LLC (“SPM”) in return for a 20% equity interest. SPM is a company founded by a former director and current senior advisor to attempt to develop a breast cancer prognostic test using our SVM technology in collaboration with a prominent cancer research hospital. There was no financial activity in this entity in 2009. The only activity for this entity in 2010 was the Quest license and development agreements for which there was an allocation of 50% to each of HDC and the other partner. In March 2010, the Company announced a deal with Quest Diagnostics and SPM to develop breast cancer products. The Company does not have any contractual obligation to provide any funds to this venture. The net value of the investment was zero as of December 31, 2012 and December 31, 2011. The Company does not anticipate the relationship with SPM will generate any revenue in the near term if ever.

Note E – LICENSE FEES EXPENSE - LUCENT AGREEMENT

Effective September 26, 2004, the Company was assigned a patent license agreement with Lucent Technologies GRL Corporation (“Lucent”). The patent license agreement was associated with the patents acquired July 30, 2004. The Company agreed to pay royalty fees to Lucent in the amount of the greater of an annual fee of $10,000 or at the rate of five percent (5%) on each licensed product which is sold, leased, or put into use by the Company, until cumulative royalties equal $40,000 and at the rate of one percent (1%) subsequently. The license granted will continue for the entire unexpired term of Lucent’s patents. During 2012, the Company paid $13,237 in royalty fees to Lucent compared to $10,000 paid during 2011.

Note F – INCOME TAXES

The Company has incurred net losses since inception, and we have determined that it is more likely than not we will be unable to benefit in the future from the accumulated net operating loss. Consequently, we have not recorded any U.S. federal or state income tax expense or benefit. We have no recorded income tax provision or benefit for the fiscal years ending December 31, 2012 or 2011.

The following items comprise the Company’s net deferred tax assets (liabilities) as of December 31, 2012 and 2011.

	2012			2011
Deferred tax assets:
Net operating loss carry-forward	$	6,979,391		$	7,358,650
Deferred revenue		762,145			282,834
Contributions		1,088			169
Depreciation and amortization		2,441			3,462
Warrants and options granted		414,119			385,043

Deferred tax assets		8,159,184			8,030,158
Deferred tax liability		-			(10,625	)
Net deferred tax assets		8,159,184			8,019,533
Less valuation allowance		(8,159,184	)		(8,019,533	)
Net deferred taxes	$	-		$	-

F-10

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note F – INCOME TAXES, continued

As of December 31, 2012, an increase in the valuation allowance of $889,169 has been recorded for the deferred tax asset, as management has determined that it is more likely than not that the deferred tax asset will not be realized.

Total income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal statutory tax rates to pre-tax loss for the fiscal years ending December 31, 2012 and 2011 as follows:

	2012			2011
Total expense (benefit) computed by:
Applying the U.S. Federal statutory rate		(34.0	)%		(34.0	)%
State income taxes, net of federal tax benefit		(3.0	)		(3.0	)
Valuation allowance		37.0			37.0
Effective tax rate (benefit)		-			-

The Company has unused net operating loss carry-forwards of approximately $22.7 million that are available to offset future income taxes payable. The net operating losses will begin to expire in 2020.

Based in its evaluation of tax positions, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for all tax years which remain subject to examination and adjustment by major tax jurisdictions as of December 31, 2012.

Note G – COMMITMENTS AND CONTINGENCIES

Operating Lease

We do not own any real property. We lease 650 square feet of office space in Hanson, Massachusetts, pursuant to a twelve month lease dated February 4, 2013. We currently pay base rent in the amount of $1,000 per month. Our principal executive office is located at 620 County Road, Hanson, Massachusetts 02341, and our telephone number is (339) 244-1223. Our principal executive office is well maintained and suitable for the business conducted in this location.

Settlements

The Company’s balance sheet for the year ended December 31, 2010 reflected an accrued liability of approximately $483,658 for professional services. The Company disputed this amount with the provider of these services and initiated discussions with the service provider regarding potential settlement of this matter. During the quarter ended June 30, 2011, the Company and the service provider settled this matter and as a result, the Company recorded gain in settlement on accounts payables of $483,658.

Legal Issues

The Company is subject to various claims primarily arising in the normal course of business. Although the outcome of these matters cannot be determined, the Company does not believe it is probable that any such claims will result in material costs and expenses.

F-11

Note H – STOCK COMPENSATION AND EQUITY BASED PAYMENTS

Information about options and warrants outstanding for 2012 and 2011 is summarized below:

Number of Warrants and Options Issued	2012			Weighted Average Exercise Price		2011				Weighted Average Exercise Price
Outstanding beginning of year		30,291,667		$	0.16		36,625,000		$	0.16
Granted		1,000,000		$	0.05		4,000,000		$	0.12
Exercised		(473,334	)	$	0.07		(386,563	)	$	0.08
Forfeited		(3,000,000	)	$	0.12		(2,500,000		$	0.22
Expired un-exercised *		(15,568,333	)	$	0.21		(7,446,770	)	$	0.13
Outstanding end of the year		12,250,000		$	0.10		30,291,667		$	0.16
Exercisable December 31		11,000,000		$	0.11		27,041,667		$	0.17

*See note below regarding Mr. Tobin’s, Prime Mover Capital’s and Mr. Quirk’s Options

December 31, 2012

Exercise Prices	Number Outstanding		Weighted- Average Remaining Contractual Life (years)		Number Exercisable		Weighted Average Remaining Contractual Life (years) of Exercisable Warrants

$0.05		1,000,000		5.0		-		-
$0.08		7,750,000		0.5		7,750,000		0.5
$0.12		1,000,000		3.2		750,000		3.2
$0.19		2,500,000		7.8		2,500,000		7.8
Total		12,250,000				11,000,000

As of December 31, 2012, there was approximately $386,180 of unrecognized cost related to stock option and warrant grants. The cost is to be recognized over the remaining vesting periods that average approximately 2 years. The weighted average remaining life of all outstanding warrants and options at December 31, 2012 is 4.5 years. The aggregate intrinsic value of all options and warrants outstanding and exercisable as of December 31, 2012 was $636,237.

On December 18, 2012, the Company entered into an employment contract with Dr. Norris. Under the terms of his employment agreement as CEO, Dr. Norris received a one-time bonus of 1,000,000 shares of the Company’s common stock.

As a part of his employment agreement, Dr. Norris also was granted an option to purchase shares of the Company’s common stock. These options will be granted and vest according to the following schedule: (i) 1,000,000 options were granted on December 18, 2012 at an exercise price of $0.05 and vest during the six months following the grant date, (ii) 2,000,000 options shall be granted at the signing (or automatic extension) of a three year employment agreement and vest during the twelve months following the grant date, (iii) 3,000,000 options shall be granted on the one year anniversary of the signing of the three year employment agreement and vest during the twelve months following the grant date, and (iv) 4,000,000 options shall be granted on the second anniversary of the signing of the three year employment agreement and vest during the twelve months following the grant date.

F-12

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note H – STOCK COMPENSATION AND EQUITY BASED PAYMENTS, continued

In November 2011, Mr. Tobin exercised his options per the option agreement dated April 2009 and amended in October 2010. Mr. Tobin utilized 4,113,437 of his option grant to receive 386,563 shares of common stock.

As a part of the 2010 settlement agreement with Prime Mover Capital, the lead investor in the 2007 PIPE, 6,875,000 warrants expired in July 2012.

As a part of the Company’s settlement with Mr. William Quirk in September 2010, Mr. Quirk exchanged his 32,527,776 warrants for three new warrants, with varying expirations and strike prices. In addition, the Company established a credit account with a value equal to the fair market value of two million phantom shares. The value of this credit account, based on the closing price on the date prior to the date of exercise of the new warrants, was applied toward the conversion price of all or a part of the warrants. Two of the three warrants expired unexercised. On September 14, 2012, Mr. Quirk gave the Company notice to exercise the last warrant using the value of the two million phantom shares. As a result, the Company issued Mr. Quirk 473,334 shares of common stock in accordance with his settlement agreement. The shares were issued at the market price of the Company’s stock which was $0.071.

As a result, the remaining compensatory warrants which were a component of the settlement arrangements with Prime Mover Capital and Mr. Quirk expired un-exercised in 2012.

Stock-based expense included in the 2012 net loss consisted of $244,098 in director’s option expenses and common stock issued for services. Specifically, director option expenses were $94,098 and common stock issued for service expenses related to stock grants for Dr. Barnhill and Dr. Norris were $150,000.

Stock-based expense included in the net loss for 2011 consisted of $59,194 for the issuance of common stock, warrants and options.

The following table reflects stock-based compensation and expense recorded in 2012 and 2011:

	2012		2011
Director’s option expenses	$	94,098	$	141,366

Common stock issued for services		150,000		-

Stock Based Compensation Expense Reversal		-		(82,172	)

Net Increase	$	244,098	$	59,194

The 2011 stock based compensation expense reversal primarily relates to expense reversed for option grants that were cancelled and the expense had been previously recorded based on the estimates.

F-13

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note I - STOCKHOLDERS’ EQUITY

Series A Preferred Stock

The shares of Series A Preferred Stock were entitled to be converted by the holders into common stock by of the Company at any time without the payment of additional consideration. The Series A Preferred Stock had to be converted into common stock of the Company when the trading value of the common stock of the Company exceeded $0.12 per share for a period of 30 consecutive calendar days. The holder of the Series A Preferred Stock had the right to receive dividends, the right to vote on matters presented to the common stockholders, and a preference right in the event of liquidation in an amount equal to $594,975. The Company had a right to redeem the shares of Series A Preferred Stock upon the fifth anniversary of the issue date at a redemption price of $0.08 per share if not previously converted. On November 4, 2009, as a result of the trading value of the Company’s common stock exceeding $0.12 per share for a period of 30 consecutive calendar days, all outstanding shares of Series A Preferred Stock converted by its terms into 7,437,184 shares of common stock.

Series B Preferred Stock

During the first quarter of 2009 the Board of Directors authorized the designation of Series B Preferred Stock. The number of shares originally constituting the Series B Preferred Stock was 13,750,000; however, during the fourth quarter of 2009 the Board of Directors authorized the increase in the number of shares constituting the Series B Preferred Stock to 20,625,000. The Company sold to individual investors a total of 19,402,675 shares of Series B Preferred Stock for $1,490,015, net of associated expenses, in 2009. The Series B Preferred Stock has not been registered under either federal or state securities laws and must be held until a registration statement covering such securities is declared effective by the Securities and Exchange Commission or an applicable exemption applies.

The Series B Preferred Stock may be converted into Common Stock of the Company at the option of the holder, without the payment of additional consideration by the holder, so long as the Company has a sufficient number of authorized shares to allow for the exercise of all of its outstanding warrants and options. The Shares of Series B Preferred Stock must be converted into Common Stock of the Company upon the demand by the Company after the fifth anniversary of the date of issuance.

Subject to the limitations set forth in the Amended and Restated Articles of Amendment to Articles of Incorporation and applicable law, as long as the Series B Preferred Stock remain outstanding, the Company pay the holders of the Series B Preferred Stock a special dividend equal to 15% of Company Net Revenue collected beginning with the Original Issue Date and ending on the date the Series B Preferred Stock cease to be outstanding (the “Cash Bonus”). Company Net Revenue will include, but not be limited to, revenue derived from development fees, license fees and royalties paid to the Company and revenue collected as a result of the sale of any asset of the Company or distributions from SVM Capital, LLC (each a “Revenue Contract”), reduced by the amount of any out-of-pocket costs or expenses that are directly related to obtaining, negotiating or documenting the Revenue Contracts and the performance of such Revenue Contracts, but shall not include the proceeds of any capital infusions from the exercise of outstanding options or warrants or as a result of any capital raise undertaken by the Company. At any time following the Original Issue Date, the Company may satisfy the special dividend right in its entirety if the aggregate payments made to the Series B Holders are equal to that value which provides an internal annual rate of return of twenty percent (20%) on the Series B Preferred Stock. The maximum Cash Bonus to be paid each year shall be the aggregate Series B Original Issue Price, and no amounts in excess of such amount shall accrue or carry-over to subsequent years.

F-14

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note I – STOCKHOLDERS’ EQUITY, continued

No dividend payment will be made if, after the payment of such dividend, the Company would not be able to pay its debts as they become due in the usual course of business, or the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved, to satisfy the preferential rights upon the dissolution to shareholders whose preferential rights are superior to those receiving the dividend.

Note J – INVESTMENT IN AVAILABLE FOR SALE SECURITIES

The Company has elected the fair value option in accordance with ASC 825, Financial Instruments, as it relates to its shares held in NeoGenomics’ common stock that were acquired resulting from the NeoGenomics Master License Agreement executed on January 6, 2012. Management made the election for the fair value option related to this investment because it believes the fair value option for the NeoGenomics common stock provides a better measurement from which to compare financial statements from reporting period to reporting period. No other financial assets or liabilities are fair valued using the fair value option.

The Company’s investment in NeoGenomics’ common stock is recorded on the accompanying balance sheets as of December 31, 2012 under the caption Investment in Available for Sale Securities. The carrying value of this investment on the date of acquisition approximated $1,945,000. The change in fair value from the acquisition date to December 31, 2012 is an unrecognized gain of $726,600 for the remaining 692,000 shares held and is classified as other income under the caption Unrealized Gain on Available for Sale Securities in the accompanying statements of operations. The Company classifies its investment as an available for sale security presented as a trading security on the balance sheet and the fair value is considered a Level 1 investment in the fair value hierarchy. The December 31, 2012 fair value of the investment of $1,716,160 is for the remaining shares held and is calculated using the closing stock price of the NeoGenomics common stock at the end of the reporting period. The acquisition price for these remaining shares was $989,560.

During the third and fourth quarters of 2012, the Company sold 668,000 shares of NeoGenomics and received proceeds in the amount of $1,624,092. These transactions resulted in the Company recognizing a Realized Gain on the Sale of Available for Sale Securities in the accompanying statements of operations in the amount of $668,852 in the current period.

As of December 31,2012 the Company held 692,000 shares of NeoGenomics stock as compared to the initial 1,360,000 shares acquired as a result of the of the NeoGenomics Master License Agreement.

Note K – SUBSEQUENT EVENTS

On February 25, 2013, Mr. David Eckoff accepted an invitation to join the Board of Directors replacing Dr. Herbert A. Fritsche.

In connection with their appointment to the Board of Directors, on February 28, 2013, the Company granted to Mr. David Eckoff, Mr. Sumio “Sumi” Takeichi and Dr. John Norris each an option to purchase 1,500,000 shares of the Company’s common stock. The options vest 250,000 shares every six months, have an exercise price of $0.032, and expire on February 28, 2023. The fair value of each option granted is $0.023 and was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: dividend yield at 0%, risk-free interest rate of 1.97%, an expected life of 5 years, and volatility of 96%. The aggregate computed value of these options is $105,010, and this amount will be charged as an expense over the three year vesting period.

F-15

HEALTH DISCOVERY CORPORATION

Notes to Financial Statements, continued

Note L – FINANCIAL CONDITION AND GOING CONCERN

At December 31, 2012 we had $171,424 cash on hand along with its NeoGenomics Stock available for sale worth $1,716,160 and our current monthly cash expenses were approximately $185,000. As a result, the Company believes cash will be depleted by the end of 2013.

The Company’s plan to have sufficient cash to support operations is comprised of selling its NeoGenomics Stock, generating revenue through licensing its significant patent portfolio, providing services related to those patents, and obtaining additional equity or debt financing.

As a result the Company is focusing its efforts to secure funds via licensing activity or other forms of fund raising either in the debt or equity markets. None of these options are definitive and there is no guarantee the Company will be successful in these efforts.

F-16