10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2011
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to        

Commission File Number:  0-24635

HYPERTENSION DIAGNOSTICS, INC.

(Exact name of Registrant as Specified in its Charter)

MINNESOTA	41-1618036
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

10275 WAYZATA BOULEVARD, SUITE 310, MINNETONKA, MN	55305
(Address of Principal Executive Offices)	(Zip Code)
952-545-2457
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 NOo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 such shorter period that the registrant was required to submit and post such files).

YES o NOo

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 definitions 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
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                    YES o NO x

As of February 10, 2012 there were issued and outstanding 52,388,750 shares of the issuer’s common stock

Explanatory Note

Hypertension Diagnostics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended December 31, 2011 (the “Form 10-Q”) filed with the Securities and Exchange Commission on February 14, 2012 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials, formatted in XBRL (eXtensible Business Reporting Language):

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not , in any way, modify or update disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

EXHIBIT INDEX

(a)

The following Exhibits are furnished pursuant to Item 601 of Regulation S-K:

2.1

Asset Purchase Agreement dated August 24, 2011 by and between HDI and Cohn Prevention Centers, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 31, 2011).

2.2

Tri-Party Sale Agreement dated September 23, 2011 by and among HDI Plastics, Inc., Compass Bank and Cycled Plastics, Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 26, 2011).

3.1

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 (File No. 333-53025) filed on May 19, 1998).

3.2

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 (File No. 333-53025) filed on May 19, 1998).

10.1

Sublease Agreement dated August 2011 by and between HDI and Cohn Prevention Centers, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 31, 2011).

10.2

Sublicense Agreement dated August 2011 by and between HDI and Cohn Prevention Centers, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 31, 2011).

10.3

Retention and Separation Agreement by and between HDI and Greg Guettler (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 31, 2011).

10.4

Lease Agreement dated September 20, 2011 by and between HDI Plastics, Inc., a wholly owned subsidiary of HDI, and Flemtex Properties Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 26, 2011).

10.5*

Accounts Receivable Discount Line Facility with Charter Capital Holdings, L.P.

31.1**

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**

XBRL Instance Document***

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document***

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document***

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document***

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document***

101.SCH**

XBRL Taxonomy Extension Schema Document***

*  

Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011.

**

Filed herewith

***

In accordance with Rule 406T of Regulation S-T, this information deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HYPERTENSION DIAGNOSTICS, INC.

By /s/ Kenneth W. Brimmer

Kenneth W. Brimmer

Chief Executive Officer and Chief Financial Officer

Date:  February 17, 2011

EX-31

Exhibit 31.1

CERTIFICATION

I, Kenneth W Brimmer, certify that:

1.

I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of Hypertension Diagnostics, Inc. for the quarter ended December 31, 2011;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Kenneth W. Brimmer

Kenneth W. BrimmerChief Executive Officer and Chief Financial Officer (Principal Accounting Officer)

Date:  February 17, 2011

19

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No.1 to the quarterly report of Hypertension Diagnostics, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth W. Brimmer, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the accompanying Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kenneth W. Brimmer

Chief Executive Officer and Chief Financial Officer

Date:  February 17, 2012

20

XML

Consolidated Balance Sheet (USD $)	Dec. 31, 2011	Jun. 30, 2011
Assets
Cash	$ 92,859	$ 753,821
Accounts receivable	606,457
Prepaid and other current assets	30,971	9,632
Inventory	114,014
Note receivable-related party-Minot	42,500	125,000
Note receivable-related party-CPC	135,810
Accrued royalties receivable from CPC	13,200
Current assets of discontinued operations		374,190
Total Current Assets	1,035,811	1,262,643
Property and Equipment, net	618,699
Non-current assets of discontinued operations		16,835
Other assets	43,657	6,530
Total Assets	1,698,167	1,286,008
Current Liabilities:
Accounts payable	294,885
Line of Credit-Charter Capital	440,640
Payable for equipment (Note 12)	155,000
Other accrued expenses	114,635	3,170
Deferred rent	81,299
Current liabilities of discontinued operations	149,619	240,975
Deferred compensation-discontinued operations, current		622,500
Total Current Liabilities	1,236,078	866,645
Deferred compensation-discontinued operations, non-current	1,181,250
Total Liabilities	2,417,328	866,645
Series A Convertible Preferred Stock, $.01 par value:	6,114	6,114
Common Stock, $.01 par value:	433,258	433,258
Additional paid-in capital	28,085,170	27,998,045
Accumulated deficit	(29,243,703)	(28,018,054)
Total Shareholders' Equity (Deficit)	(719,161)	419,363
Total Liabilities and Shareholders' Equity (Deficit)	$ 1,698,167	$ 1,286,008

XML

Balance Sheet-Parentheticals (USD $)	Dec. 31, 2011	Jun. 30, 2011
Series A Convertible Preferred Stock
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	611,390	611,390
Preferred Stock, Shares Outstanding	611,390	611,390
Preferred Stock, Common Shares if Converted	12	12
Preferred Stock, Aggregate Liquidation Preference	$ 9,256,119	$ 8,444,722
Common Stock
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares Issued	43,325,843	43,325,843
Common Stock, Shares Outstanding	43,325,843	43,325,843

XML

Document and Entity Information	3 Months Ended
	Dec. 31, 2011
Document and Entity Information
Entity Registrant Name	Hypertension Diagnostics Inc /MN
Document Type	10-Q
Document Period End Date	Dec. 31, 2011
Amendment Flag	true
Entity Central Index Key	0001058828
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding	43,325,843
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Amendment Description	Amendment to attach XBRL files

XML

Consolidated Statement of Operations (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2010
Net Revenues:
Plastics	$ 1,185,692		$ 1,185,692
Royalties	11,880		13,080
Total revenues	1,197,572		1,198,772
Cost of Sales-Plastics	1,196,744		1,235,002
Gross Profit (Loss)	828		(36,230)
Expenses:
Selling, general and administrative	252,188	145,141	454,661	210,237
Total Expenses	252,188	145,141	454,661	210,237
Operating loss	(251,360)	(145,141)	(490,891)	(210,237)
Other Income and (Expense):
Interest income	6,760	6,673	8,856	8,668
Miscellaneous income			499
Interest Expense	(19,047)		(19,047)
Total Other Income and (Expense)	(12,287)	6,673	(9,692)	8,668
Net loss before income taxes	(263,647)	(138,468)	(500,583)	(201,569)
Net loss from continuing operations	(263,647)	(138,468)	(500,583)	(201,569)
Income (loss) from discontinued operations	49,998	(42,929)	(601,364)	284,393
Loss on sale of discontinued operations			(123,702)
Net income (loss) from discontinued operations	49,998	(42,929)	(725,066)	284,393
Net income (loss)	$ (213,649)	$ (181,397)	$ (1,225,649)	$ 82,824
Earnings Per Share:
Basic income (loss) from continuing operations per share	$ (0.01)	$ 0.00	$ (0.01)	$ (0.01)
Diluted income (loss) from continuing operations per share	$ (0.01)	$ 0.00	$ (0.01)	$ (0.01)
Basic income (loss) from discontinued operations per share	$ 0.00	$ 0.00	$ (0.02)	$ 0.01
Diluted income (loss) from discontinued operations per share	$ 0.00	$ 0.00	$ (0.02)	$ 0.01
Net Income (loss) per Common Share:
Basic income (loss) per common share	$ (0.01)	$ 0.00	$ (0.03)	$ 0.00
Diluted income (loss) per common share	$ (0.01)	$ 0.00	$ (0.03)	$ 0.00
Weighted Average Common Shares Outstanding Basic	43,325,843	42,234,715	43,325,843	42,115,120
Weighted Average Common Shares Outstanding Diluted	50,662,523	42,234,715	43,325,843	49,627,168

XML

Consolidated Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Operating Activities:
Net income (loss)	$ (1,225,649)	$ 82,824
Adjustments to reconcile income(loss) to net
Income (loss) from discontinued operations	(601,364)	284,393
Loss on sale of discontinued operations	(123,702)
Net loss from continuing operations	(500,583)	(201,569)
Depreciation	29,957
Stock option expense	87,125	61,620
Change in operating assets and liabilities:
(Increase) decrease in accreted interest on note receivable	(8,310)
(Increase) decrease in accounts receivable	(606,457)
(Increase) decrease in inventory	(114,014)
(Increase) decrease in prepaid insurance	(21,339)
(Increase) decrease in other assets	(37,127)	(6,996)
Increase (decrease) in accounts payable	294,885
(Increase) decrease in accrued royalties receivable	(13,200)
Increase (decrease) in accrued payroll	82,364
Increase (decrease) deferred rent	81,299
Increase (decrease) other accrued expenses	36,684
Net cash used in operating activities	(688,716)	(146,945)
Investing Activities:
Purchases of property and equipment	(493,656)
Payment received on note receivable-related party-Minot	82,500
Net cash used in investing activities	(411,156)
Financing Activities:
Proceeds from Charter Capital-line of credit	433,057
Proceeds from exercise of warrants		30,000
Net cash provided by financing activities	433,057	30,000
Net cash used in continuing operations	(666,815)	(116,945)
Discontinued Operations:
Net cash provided by (used in) operating activities of discontinued operations	5,853	(12,643)
Net increase(decrease) in cash and cash equivalents	(660,962)	(129,588)
Cash and cash equivalents at start of period	753,821	1,053,648
Cash and cash equivalents at end of period	92,859	924,060
Supplemental non-cash flow information:
Payable for equipment (Note 12)	155,000
Note receivable-related party from sale of discontinued operations	$ 127,500