UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                  For the quarterly period ended MARCH 31, 2004
                                                 --------------

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from _________________ to _________________

                        Commission file number 333-62216
                                               ---------

                          HEALTH DISCOVERY CORPORATION
        (Exact name of small business issuer as specified in its charter)

            TEXAS                                          74-3002154
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                   1116 S. OLD TEMPLE ROAD LORENA, TEXAS 76655
                    (Address of principal executive offices)


                                 (512) 583-4500
                           (Issuer's telephone number)


                                (Former address)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 67,776,128
                                           ----------

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>


                                TABLE OF CONTENTS

PART I  Financial Information

Item 1. Financial Statements                                                Page
                                                                            ----

        Balance Sheet                                                          1

        Statements of Loss and Accumulated Deficit                             2

        Statement of Changes in Stockholders' Equity                           3

        Statements of Cash Flows                                               4

        Notes to Financial Statements                                        5-7

Item 2. Management's Discussion and Analysis of Financial

             Condition and Results of Operations                            8-10

PART II OTHER INFORMATION                                                     11

Item 1. Recent Developments in Legal Proceedings                              11

Item 2. Changes in Securities                                                 11

Item 3. Defaults upon Senior Securities                                       11

Item 4. Submission of Matters to a Vote of Security Holders                   11

Item 5. Other Information                                                     11

Item 6. Exhibits and Reports in Form 8-K                                      12

        Signatures                                                            13


<PAGE>


HEALTH DISCOVERY CORPORATION                                              Page 1
(FORMERLY KNOWN AS DIRECT WIRELESS COMMUNICATIONS, INC.)
(A Development Stage Company)
Balance Sheet
March 31, 2004

ASSETS:

Current Assets
     Cash                                                           $    85,441
                                                                    -----------
          Total Current Assets                                           85,441
                                                                    -----------
Other Assets
     Accounts Receivable - Stockholders                                       0
     Accounts Receivable - Sale of Escrow Shares                              0
     Patent Costs                                                           510
     Accumulated Amortization                                               (23)
     Other Intangibles                                                1,364,261
                                                                    -----------
          Total Other Assets                                          1,364,748
                                                                    -----------
          Total Assets                                              $ 1,450,189
                                                                    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities
     Accounts Payable - Trade                                       $    28,255
     Accrued Liabilities                                                 33,463
     Current Portion of Long-Term Debt                                  183,779
                                                                    -----------
          Total Current Liabilities                                     245,497
                                                                    -----------
Long-Term Debt, Less Current Portion                                    253,721
                                                                    -----------
          Total Liabilities                                             499,218
                                                                    -----------
Stockholders' Equity
    Common Stock, No Par Value, 200,000,000 Shares Authorized
       66,576,128 Shares
         Issued and Outstanding                                       2,112,023
    Additional Paid-In Capital                                          216,719
    Deficit Accumulated During Development Stage                     (1,377,771)
                                                                    -----------
          Total Stockholders' Equity                                    950,971
                                                                    -----------
          Total Liabilities and Stockholders' Equity                $ 1,450,189
                                                                    ===========

   The Accompanying Notes are an Integral Part of These Financial Statements.

<PAGE>


HEALTH DISCOVERY CORPORATION                                             Page 2
(FORMERLY KNOWN AS DIRECT WIRELESS COMMUNICATIONS, INC.)
(A Development Stage Company)
Statements of Loss
For the Quarter Ended March 31, 2004 and the Period from
April 6, 2001 (Date of Inception) to March 31, 2004

                                                                  April 6, 2001
                                                  Quarter Ended   (Inception) to
                                                     March 31,       March 31,
                                                       2004            2004
                                                   ------------    ------------
Revenues
     Capital Gain (Loss) on Sale of Assets         $          0    $        (20)
     Dividend Income                                          0              64
     Miscellaneous Income                                     0             376
                                                   ------------    ------------
Total Revenues                                                0             420
                                                   ------------    ------------
Expenses
     Administrative Fees                                      0          50,719
     Advertising                                         16,246          23,814
     Amortization                                             9              23
     Auto Expense                                           136             408
     Bad Debt Expense                                         0           6,379
     Bank Charges                                            92             481
     Continuing Education                                     0             200
     Dues and Subscriptions                                   0           1,404
     Equipment Lease                                        226             470
     Insurance                                                0             276
     Interest                                             6,383           6,502
     License Fees                                            30         240,830
     Meals and Entertainment                              1,860           3,410
     Office Expense                                         395           8,761
     Other Expense                                            0             387
     Outside Services                                         0          80,841
     Postage and Delivery                                   326           3,219
     Professional and Consulting Fees                    35,662         677,259
     Rent Expense                                         5,454           7,194
     Repairs and Maintenance                                  0             239
     Salaries and Wages                                 166,333         193,000
     Stock Transaction Fees                                 663          11,144
     Supplies                                                 0           7,021
     Taxes - Payroll                                     11,203          13,283
     Telephone                                            2,679           8,241
     Travel                                              21,595          32,686
                                                   ------------    ------------
          Total Expenses                                269,292       1,378,191
                                                   ------------    ------------
Net Loss Before Provision for Federal Income Tax       (269,292)     (1,377,771)

Provision For Federal Income Tax                              0               0
                                                   ------------    ------------
Net Loss                                           $   (269,292)   $ (1,377,771)
                                                   ============    ============

Average Outstanding Shares                           66,576,128      25,678,029

Loss Per Share                                     $      (0.00)   $      (0.05)

   The Accompanying Notes are an Integral Part of These Financial Statements.



<PAGE>

HEALTH DISCOVERY CORPORATION                                             Page 3
(FORMERLY KNOWN AS DIRECT WIRELESS COMMUNICATIONS, INC.)
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period from April 6, 2001 (Date of Inception)
to  March 31, 2004

<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                                     Common Stock           Additional        During           Total
                                              ---------------------------    Paid-In       Development     Stockholders'
                                                 Shares         Amount       Capital          Stage           Equity
                                              -------------  ------------   -----------   -------------    ------------
<S>                                             <C>          <C>            <C>           <C>              <C>
Balance - April 6, 2001 (Inception)                      0   $         0    $        0    $          0     $         0
Contributed Services                                     0             0        50,719               0          50,719
Stock Issued for Cash                            5,469,150       298,493       166,000               0         464,493
Stock Issued as a dividend to the               10,138,975             0             0               0               0
Shareholders of Direct Wireless
Corporation
Stock Issued to Officers of Direct Wireless
Corporation                                      7,100,000             0             0               0               0
Stock Issued for Services                        6,342,439       589,746             0               0         589,746
Stock Issued for Other Intangibles              33,650,564       864,261             0               0         864,261
Cash Received for Sale of Escrowed Shares        3,875,000       359,523             0               0         359,523
Net Loss                                                 0             0             0      (1,377,771)     (1,377,771)
                                              -------------  ------------   -----------   -------------    ------------
Balance - March 31, 2004                        66,576,128   $ 2,112,023    $  216,719    $ (1,377,771)    $   950,971
                                              =============  ============   ===========   =============    ============
</TABLE>

   The Accompanying Notes are an Integral Part of These Financial Statements.


<PAGE>

HEALTH DISCOVERY CORPORATION                                             Page 4
(FORMERLY KNOWN AS DIRECT WIRELESS COMMUNICATIONS, INC.)
(A Development Stage Company)
Statement of Cash Flows
For the Period from April 6, 2001 (Date of Inception)
to  March 31, 2004

                                                                 From Inception
                                                                 (April 6, 2001)
                                                                       to
                                                                     3/31/04
                                                                 --------------
Cash Flows From Operating Activities
  Net Loss                                                        $ (1,377,771)
  Adjustments to Reconcile Net Loss to Net Cash
    Provided by (Used for) Operating Activities
           Services Contributed                                         50,719
           Services Provided for stock                                 589,746
           Patent Costs                                                   (510)
           Amortization                                                     23
    Increase in Accounts Payable - Trade                                28,255
    Increase in Accrued Liabilities                                     33,463
                                                                  ------------
           Net Cash Provided (Used) by Operating Activities           (676,075)
                                                                  ------------
Cash Flows From Investing Activities
    (Purchase) of Other Intangibles                                   (500,000)
                                                                  ------------
           Net Cash Provided (Used) by Investing Activities           (500,000)
                                                                  ------------
Cash Flows From Financing Activities
    Proceeds from Notes Payable                                        437,500
    Cash from Sale of Stock                                            824,016
                                                                  ------------
                                                                     1,261,516
                                                                  ------------
    Net Increase in Cash                                                85,441

Cash, at Beginning of Period                                                 0

Cash, at End of Period                                            $     85,441
                                                                  ============

Non-Cash Transactions:
----------------------

Services Contributed for Administration                           $     50,719
                                                                  ============
Stock Issued for Professional and Consulting Services             $    589,746
                                                                  ============
Stock Issued for Other Intangibles                                $    864,261
                                                                  ============

   The Accompanying Notes are an Integral Part of These Financial Statements.


<PAGE>


HEALTH DISCOVERY CORPORATION                                             Page 5
(FORMERLY KNOWN AS DIRECT WIRELESS COMMUNICATIONS, INC.)
(a Development Stage Company)
Notes to Financial Statements
March 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

NATURE OF OPERATIONS AND DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

Health Discovery Corporation (formerly known as Direct Wireless Communications,
Inc.) (the Company) has been in the development stage since the date of
incorporation on April 6, 2001. The Company was primarily engaged in the
activity of developing technology for a wireless telephone system. As described
in Item 1 of the (10 KSB dated 12-31-2003) filing, the Company has decided to
abandon its efforts in the telecommunications industry and acquired new
technologies in the biotechnology industry. During 2003, the Company acquired
the assets of the Barnhill Group, LLC and Fractal Genomics in pursuit of it
biotechnology focus.

BASIS OF ACCOUNTING

The financial statements of the Company have been prepared on the accrual basis
of accounting. As such, revenue is recognized as earned and expenses are
recorded when accrued. This basis of accounting conforms to generally accepted
accounting principles.

BASIS FOR ASSIGNING AMOUNTS TO EQUITY SECURITIES ISSUED FOR OTHER THAN CASH

Shares of common stock issued to individuals and/or companies for other than
cash have been assigned amounts equal to the fair value of the service provided
or the fair value of the shares of the Company issued, whichever was most
readily determinable.

CASH FLOWS

For the purpose of the cash flow statement, cash and cash equivalents represent
funds deposited in banks and investments maturing within three months..

USE OF ESTIMATES

Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and the reported
revenue and expenses. Actual results could differ from those estimates.


<PAGE>


HEALTH DISCOVERY CORPORATION                                             Page 6
(FORMERLY KNOWN AS DIRECT WIRELESS COMMUNICATIONS, INC.)
(a Development Stage Company)
Notes to Financial Statements
March 31, 2004


NOTE B - RELATED PARTY TRANSACTIONS
-----------------------------------

Direct Wireless Corporation provided office space and administrative services to
the Company until September 30, 2003. The estimated value for the services
provided totaled $15,300 since inception and are recorded as administrative
services in the accompanying financial statements.

NOTE C - OTHER INTANGIBLES
--------------------------

On August 26, 2003 Health Discovery Corporation acquired the patents, patent
rights, all pending intellectual property, proprietary software, and websites of
Barnhill Group, LLC through the issue of 29,825,564 common stock shares of
Health Discovery Corporation (then known as Direct Wireless Communications,
Inc.). The purchase of Barnhill Group, LLC's assets was recorded at $596,511,
which was the market value of the shares issued at the date of acquisition. The
purchase is recorded as other intangibles in the accompanying financial
statements.

On September 30, 2003 Health Discovery Corporation acquired the patents, patent
rights, all pending intellectual property, proprietary software, and websites of
Fractal Genomics, LLC through the issue of 3,825,000 common stock shares of
Health Discovery Corporation (then known as Direct Wireless Communications,
Inc.). In addition to the common stock shares issued for the acquisition of
Fractal Genomics, LLC's assets, the Company agreed to execute a note for
$500,000 paid in quarterly installments to the seller. The purchase of Fractal
Genomics, LLC's assets was recorded at $767,750, which was the market value of
the shares issued at the date of acquisition plus the amount of the note. The
purchase is recorded as other intangibles in the accompanying financial
statements.

NOTE D - LICENSE FEES EXPENSE - LICENSE AGREEMENT
-------------------------------------------------

Effective April 30, 2001, the Company entered into a license agreement with
Direct Wireless Corporation. The Company had agreed to pay $10,000,000 under the
terms of the license agreement to be paid as the Company gains money from the
sale or sales of sub-licenses for the United States. The Company had also agreed
to pay a percentage of all fees collected of licensed products to Direct
Wireless under the terms of the agreement.

As a result of the Barnhill Group Acquisition, the license agreement was
canceled.

The accompanying financial statements include $240,440 of license fees expensed
that have been paid to Direct Wireless from inception. No amortization of such
fees have occurred during the development stage.


<PAGE>

HEALTH DISCOVERY CORPORATION                                             Page 7
(FORMERLY KNOWN AS DIRECT WIRELESS COMMUNICATIONS, INC.)
(a Development Stage Company)
Notes to Financial Statements
March 31, 2004


NOTE E - ESCROW AGREEMENT
-------------------------

The Company has established an irrevocable escrow agreement with a brokerage
firm. The funds received from the sale of escrow shares were recorded as
additional capital in the accompanying financial statements. As of March 31,
2004, the escrow agent does not have any shares remaining in the escrow fund.

NOTE F - FEDERAL INCOME TAXES
-----------------------------

At March 31, 2004, the Company had net operating loss carryforwards totaling
$1,377,771, which will expire in 2024. Realization of deferred assets resulting
from the NOL carryforwards have been offset by a valuation allowance.

NOTE G - NOTE PAYABLE
---------------------

As part of the purchase of Fractal Genomics, LLC's assets, Health Discovery
Corporation agreed to pay an additional $500,000 in eight equal installments of
$62,500 plus interest at the rate of six percent (6%) per annum with the initial
payment due and payable on January 2, 2004 and thereafter on the following
dates: April 1, 2004; July 1, 2004; October 1, 2004; January 1, 2005; April 1,
2005; July 1, 2005; and October 1, 2005. In the event that any payment of
principal and interest is not made within fifteen (15) days after the due date
thereof, then all of the then unpaid principal and relevant accrued interest
shall become immediately due and payable. As of March 31, 2004, there is a
balance of $437,500.

Following are maturities schedule of the note:

               Year Ended
               December 31,         Amount
               ------------       ----------

                   2004           $  183,779
                   2005              253,721
                                  ----------
                                  $  437,500
                                  ==========

NOTE H - OUTSTANDING WARRANTS
-----------------------------

At March 31, 2004, Health Discovery Corporation had outstanding warrants to
purchase 1,200,000 shares of its common stock. The warrants are exercisable at a
price of $0.01 per share.


<PAGE>

ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS.                                 Page 8

We have not realized any earned income since inception. While we have entered
into agreements to perform analyses of clinical data using our computational
technologies, we will earn income from those efforts after the identification
and patenting of new biomarkers. We have, however, secure both joint ownership
rights and/or first options for worldwide exclusive rights to our discoveries in
these agreements. We have been able to fund our operations though a private
offering of our common stock under rules providing exemptions for such offerings
and will continue to do so.

OUR  TECHNOLOGY.

Using our technologies, we intend to become the first company to perform the
total process of identifying a particular clinical medical problem to be solved
and performing the entire process leading to the identification of the genes or
proteins (called biomarkers), and the relationships among them (called
pathways), that are relevant to the solution of the medical problem. This
process will consist of an assessment of the clinical problem, the determination
of the clinical trial set-up (the number of patients and what medical conditions
they represent), the proper selection and procurement of high quality specimens
for analysis, an analytical evaluation of the specimens through laboratory tests
to produce the clinical data, and the mathematical evaluation of the data using
pattern recognition techniques and fractal geometric modeling to produce an
accurate determination of the relevant genes and proteins and the manners in
which they interact.

We will provide pharmaceutical and diagnostic companies with all aspects of
"first phase" diagnostic and drug discovery from expert assessment of the
clinical dilemma through proper selection and procurement of high quality
specimens. We will then apply our proprietary analytical evaluation methods and
state-of-the-art computational analysis to produce relevant and accurate
clinical data, producing accurate biomarker and pathway discoveries, resulting
in patent protection of our biomarker discoveries for future development.

OUR MARKET

Developing and evaluating new drugs and medical therapies in less time and at
lower cost is of enormous potential benefit for modern healthcare. Genuinely new
products must pass a series of both in-vitro and in-vivo testing in order to
demonstrate their safety and effectiveness for a specific clinical application.
Historically, the endpoints of these trials were traditional ones tied to the
actual disease being evaluated, such as a decrease in mortality or an
objective/semi-objective decrease in clinical symptoms associated with the
condition. In the last 10 to 15 years, there has been a move by the U.S. Food
and Drug Administration (FDA) to incorporate other endpoints, including genes
that are biomarkers for the existence or absence of a particular disease, which
are nontraditional findings that are related to the presence or absence of
disease. Examples of successful application of biomarker data to therapeutic
evaluation include the drugs Betaseron for use against multiple sclerosis and
Herceptin in the treatment of breast cancer.

Our goal is to leverage the FDA's expedited approval process by producing more
relevant and predictable biomarkers for drug discovery. By speeding up approval,
new and better medicines and diagnostic markers can be developed for patients
worldwide.

<PAGE>

                                                                         Page 9

Using our established relationships and signed discovery contracts with top US
medical and cancer centers and our recently acquired fractal genomics
computational technologies, our goal is to overcome the difficulties encountered
with biomarker discovery and become the first company, to our knowledge, to
perform the total process of "first-phase" discovery by identifying a particular
clinical problem to be solved and performing the entire process leading to the
identification of the genes or proteins (called biomarkers), and the
relationships among them (called pathways) that are relevant to the solution of
the medical problem as described below. Once we discover these new biomarkers
and pathways, we intend to immediately file patent applications to protect the
discoveries such as with the patents filed for our Leukemia discovery.

These patent-protected biomarkers and pathways represent the products of our
company. After our discovery is patent protected, the process of selling or
licensing the newly discovered biomarkers and pathways will begin. The
information will then be sold or licensed to diagnostic companies for
development into new state-of-the-art diagnostic assays and the same information
will be sold or licensed to pharmaceutical companies for further development
into the next generation of therapeutic targets.

Intellectual property is a key asset in diagnostic and drug discovery. Our
products will be based on intellectual property, which includes the discovered
biomarkers and pathways produced through our own internal research programs, as
well as joint discovery efforts with academic institutions, diagnostic and
pharmaceutical companies worldwide.

OUR CORPORATE STRATEGY

Our goal is to develop a product line of newly discovered biomarkers and
pathways, which will include human genes and genetic variations, as well as
gene, protein, and metabolite expression differences. In drug discovery,
biomarkers can help elicit disease targets and pathways and validate mechanisms
of drug action. They may also be pharmacodynamic indicators of drug activity,
response and toxicity for use in clinical development.

We intend to provide pharmaceutical and diagnostic companies with all aspects of
"first phase" diagnostic and drug discovery from expert assessment of the
clinical dilemma through proper selection and procurement of high quality
specimens. We will then apply our proprietary analytical evaluation methods and
state-of-the-art computational analysis to produce relevant and accurate
clinical data, producing accurate biomarker and pathway discoveries, resulting
in patent protection of our biomarker discoveries for future development.

We will provide any or all levels of "First Phase" biomarker discovery is based
on the belief that in order to discover the most clinically relevant biomarkers,
the computational component must begin at the inception of the clinical dilemma
to be solved. This pathway includes several critical levels of decision-making
all of which are part of our business strategy.

THE FIRST LEVEL OF DISCOVERY IS ASSESSMENT OF THE CLINICAL DILEMMA.

Is the desired biomarker or pathway to be identified related to early diagnosis,
metastasis, treatment response or some other aspect of a given disease process?
Based on the clinical question to be answered along with the incidence,
prevalence and nature of the particular disease, we will establish a clinical
study with the appropriate number of necessary specimens. We expect that these
studies will provide statistically significant results once the biomarker and
pathway discovery is completed.

<PAGE>

                                                                        Page 10

THE SECOND LEVEL OF DISCOVERY IS THE PROPER IDENTIFICATION AND PROCUREMENT OF
THE MOST RELEVANT AND PROFESSIONALLY COLLECTED CLINICAL SPECIMENS.

Based on the clinical dilemma to be solved, does the appropriate clinical trial
determined by our team of experts require blood, serum, aspirate fluid, tissue
or some other clinically relevant specimen? Once the correct decision is made,
we will procure the specimens necessary for the discovery from highly reputable
institutions, like MD Anderson Cancer Center in Houston, Texas, where we believe
proper collection and informed consent are completed under the strictest
scientific protocol.

THE THIRD LEVEL OF DISCOVERY IS THE ANALYTICAL COMPONENT.

The clinical specimens must then be analyzed and converted into relevant
clinical data. Our team of experts make the determination of which analytical
method is appropriate for the most successful biomarker and pathway discovery.
Our experts constantly monitor improvements in these techniques worldwide. The
techniques we currently expect to use include mass spectroscopy, MALDI, SELDI,
DNA methylation, gene chip analysis, 2-D Gel Electrophoresis, as well as other
proprietary techniques developed by companies and academic institutions with
which we have relationships.

THE FOURTH LEVEL OF DISCOVERY IS THE COMPUTATIONAL COMPONENT.

The data generated from the analytical component must then be computationally
analyzed for the discovery of new biomarkers, patterns among those biomarkers
and causality pathways. Our team of experts decides which of the current leading
computational algorithms, such as the fractal geometry modeling (FGM) techniques
owned by the Company, are best suited to solve the particular clinical dilemma
in question. The data is then computationally analyzed, and the new biomarkers
and pathways are discovered and patent protected.

THE FIFTH LEVEL OF DISCOVERY
PATENT PROTECT THE DISCOVERY.

Newly discovered biomarkers and pathways will be patented for future license to
diagnostic companies for use in biomarker assays and to pharmaceutical companies
for use in developing drug targets.

THE SIXTH LEVEL OF DISCOVERY
DEFINE THE CLINICAL VALIDITY AND UTILITY OF DISCOVERED BIOMARKERS.

Biomarkers uncovered through the four stages of discovery will be subsequently
validated independently in larger, clinically relevant populations. Clinical
validity of a biomarker is confirmed by its presence in the clinical condition
in question and its ability to differentiate one disease state from another, or
a diseased state from a healthy state. Markers validated by our processes will
provide: vastly improved diagnostic capabilities; may identify potential
therapeutic targets for pharmaceutical intervention (e.g. membrane signaling
proteins and inhibitors); and markers suitable for monitoring disease
progression following therapeutic intervention. Application of clinically
validated biomarkers in such a manner will result in improved individual patient
care and the advancement of the field of personalized medicine. This unique
approach to biomarker discovery and its additional validation in relevant
clinical samples advances the commercial potential of biomarkers uncovered by
Health Discovery Corporation to diagnostic and therapeutic partners. Integration
of the six levels of biomarker discovery results in improved efficiencies in
translation of this information into commercial and medically valuable products.

The goal of Health Discovery Corporation is to produce more relevant and
predictable biomarkers for drug discovery so that new and better medicines and
diagnostic markers can be developed for patients worldwide.


<PAGE>

                                                                        Page 11

                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         We are the plantiff in Health Discovery Corporation vs Bill G. Williams
and Shirley K. Williams in the 74th Judicial Disctrict Mclennan County Texas. We
obtained a tempopry restraining order prohibiting Mr and Mrs. Williams from
selling any of our common stock. The restraing order has expired and a hearing
will be scheduled on our claims that defendents were selling our stock in a
manner which artifically depressed the market price of our stock.

ITEM 2.  CHANGES IN SECURITIES.

         There have been no material changes in securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         There has been no material default by the Company in the payment of
principal, interest, a sinking or purchase fund installment or other material
default in the Company's Senior Securities.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters have been submitted to a vote of the holders of the common
stock or other securities of the Company during the reporting period

ITEM 5.  OTHER MATTERS.

         There are no other matters upon which the Company is reporting.


<PAGE>

                                                                        Page 12

PART II--OTHER INFORMATION (CONTINUED)

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (A) EXHIBITS

3.1      Articles of Incorporation. Registrant incorporates by reference Exhibit
         3.1 to Registration Statement on Form SB-2, File No. 333-62216, filed
         6/04/2001.

3.1(a)   Articles of Amendment to Articles of Incorporation. Registrant
         incorporates by reference Exhibit 2.2 to Form 10-QSB, File No.
         333-62216, filed 11/14/2001.

3.1(b)   Articles of Amendment to Articles of Incorporation changing Registrant
         name from Direct Wireless Communications, Inc., to Health Discovery
         Corporation. Registrant incorporates by reference Exhibit 3.1(b) to
         Form 10-QSB File No. 333-62216 Filed 3/30/2004.

3.2      By-Laws. Registrant incorporates by reference Exhibit 3.2 to
         Registration Statement on Form SB-2, File No. 333-62216, filed
         6/04/2001.

4.1      Copy of Specimen Certificate for shares of common stock. Registrant
         incorporates by reference Exhibit 4.1 to Registration Statement on Form
         SB-2, File No. 333-62216, filed 6/04/2001.

4.1(b)   Copy of Specimen Certificate for shares of common stock. Registrant
         incorporates by reference Exhibit 4.1(b) to Form 10-K, filed
         3/30/2004.

4.2      Excerpt from By-Laws. Registrant incorporates by reference Exhibit 4.2
         to Registration Statement on Form SB-2, File No. 333-62216, filed
         6/04/2001.

4.2(a)   Corrected Article 3.02 of By-Laws. Registrant incorporates by reference
         Exhibit 4.2(A) to Amendment No. 2 to Registration Statement on Form
         SB-2, File No. 333-62216, filed 8/15/2001

4.3(a)   Non Qualified stock option agreements dated October 30, 2003 between
         registrant and David Cooper. Registrant incorporates by reference
         Exhibit 4.3(a) to Form 10-K, filed 3/30/2004.

4.3(b)   Non Qualified stock option agreements dated October 30,2003 between
         registrant and Joe Fanelli. Registrant incorporates by reference
         Exhibit 4.3(b) to Form 10-K, filed 3/30/2004.

10.1(a)  Technology License Agreement dated May 15, 2001, as amended July 17,
         2001 between Direct Wireless Corporation and Direct Wireless
         Communications, Inc. Registrant incorporates by reference Exhibit
         10.1(a) to Amendment No.1 to Registration Statement on Form SB-2, File
         No. 333-62216, filed 7/24/2001.

10.2     Asset purchase agreement between registrant dated September 15,2003 and
         Barnhill Group LLC. Registrant incorporates by reference Exhibit 10.2
         to Form 10-K, filed 3/30/2004.

10.3     Asset purchase agreement between registrant dated December 30,2003 and
         Fractal Genomics LLC. Registrant incorporates by reference Exhibit 10.3
         to Form 10-K, filed 3/30/2004.

23.      Certifications of Chief Financial Officer

(B) REPORTS ON FORM 8-K.

8-K Filed January 20, 2004 Item 2 Acquisition or Disposition of Assets.


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                                                                        Page 13

                                   SIGNATURES

         In accordance with the requirement of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         Health Discovery Corporation
                                         Registrant

         Date: May 14, 2004              /s/ Stephen D. Barnhill M.D.
                                         ----------------------------
                                         Printed Name Stephen D. Barnhill M.D.
                                         Title Chief Executive Officer

         Date: May 14, 2004              /s/ Robert S. Braswell IV
                                         -------------------------
                                         Printed Name Robert S. Braswell IV
                                         Title Chief Administrative
                                         Officer / Secretary