Mail Stop 0407
May 16, 2005
Via U.S. Mail and Fax (912) 598-8776
Mr. Stephen D. Barnhill, M.D.
Chief Executive Officer
Health Discovery Corporation
1116 South Old Temple Road
Lorena, TX 76655
RE: Health Discovery Corporation
Form 10-KSB for the fiscal year ended December 31, 2004
File No. 333-62216
Dear Mr. Barnhill:
We have reviewed the above referenced filing and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Please address the following
comments in the future filings. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a future
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so that we may better understand
your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Health Discovery Corporation
May 16, 2005
Page 2
Form 10-KSB for the year ended December 31, 2004
Item 6- Management`s discussion and analysis or plan of operation,
page 24
1. In future filings please provide all disclosures required by
Item
303 (b) (1) and Item 303 (c) of Regulation S-B.
Notes to financial statements
Note D- Acquisitions
2. We note that the acquisitions of Barnhill Group, LLC and
Fractal
Genomics, LLC were accounted for as acquisitions of "assets"
rather
than acquisitions of "businesses" for the purpose of Item 310 ( c
)
and (d ) of Regulation S-B. Using the guidance in Rule 11-01(d) of
Regulation S-X, which provides guidance for determining whether an
acquisition is a business or not, please tell us why you believe
that
the acquisitions of Barnhill Group, LLC and Fractal Genomics, LLC
were assets acquisitions and therefore you did not need to comply
with Item 310 (c) and (d) of Regulation S-B. Your response should
address the Assets Purchase and sale agreements filed as Exhibits
nos. 10.2 and 10.3 to the Form 10-KSB for the year ended December
31,
2003. Also, please provide us with any other information that
would
support your position that you did not acquire the businesses of
Barnhill Group, LLC and Fractal Genomics, LLC. We may have
additional comments after review of your response.
Exhibits 31.2 and 32.2, pages E-99 and E-101
3. We note that the certifications included in the exhibits 31.2
and
32.2 have been signed by Mr. Robert Braswell IV as ""Chief
Administrative officer", however Mr. Robert S. Braswell IV signed
the
Form 10-K for the year ended as "Principal Financial and
Accounting
Officer, Director". In future filings, please note that your
chief
financial officer is required to sign the above exhibits.
* * * * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Health Discovery Corporation
May 16, 2005
Page 3
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR. You may contact Gopal Dharia, Staff Accountant, at
(202)
551-3353 or Ivette Leon, Assistant Chief Accountant, at (202) 551-
3351 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3810
with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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