##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2000

Commission File Number: 0-24635

HYPERTENSION DIAGNOSTICS, INC.
(Exact name of small business issuer as specified in its charter)

|                                   |  |                                                
|---------------------------------- |  | -----------------------------------------------
|MINNESOTA
(State of incorporation) |  | 41-1618036
(I.R.S. Employer Identification No.)

2915 WATERS ROAD, SUITE 108
EAGAN, MINNESOTA 55121-1562
(651) 687-9999
(Address of issuers principal executive offices and telephone number)

Check whether the issuer (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] No [ ]

The number of shares of Common Stock outstanding as of April 30, 2000 was
5,173,697.

Transitional Small Business Disclosure Format:

Yes [ ] No [X]





---

TABLE OF CONTENTS



|                              |                      |                |                          |                          |                               |                                                                                               |                            |                                              
|----------------------------- | -------------------- | -------------- | ------------------------ | ------------------------ | ----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------- | ---------------------------------------------
|PART I. FINANCIAL INFORMATION
|                              | Financial Statements
|                              |                      | Balance Sheets
|                              |                      |                | Statements of Operations
|                              |                      |                |                          | Statements of Cash Flows
|                              |                      |                |                          |                          | Notes to Financial Statements
|                              |                      |                |                          |                          |                               | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              |                      |                |                          |                          |                               |                                                                                               | PART II. OTHER INFORMATION
|                              |                      |                |                          |                          |                               |                                                                                               |                            | Item 2. Use of Proceeds                      
|                              |                      |                |                          |                          |                               |                                                                                               |                            | Item 6.      Exhibits and Reports on Form 8-K
|                              |                      |                |                          |                          |                               |                                                                                               |                            | SIGNATURES                                   
|                              |                      |                |                          |                          |                               |                                                                                               |                            | EXHIBIT INDEX                                



---



HYPERTENSION DIAGNOSTICS, INC.

INDEX TO FORM 10-QSB

|                              |                                                                                               |                                                                                                                                                                  |    |          |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | -------- | - | 
|                              |                                                                                               |                                                                                                                                                                  |    | Page No.
|PART I.FINANCIAL INFORMATION:
|                             
|                             
|                             
|                             
|                              | Item 1. Financial Statements                                                                  |                                                                                                                                                                  |    | 3        |  
|                             
|                             
|                             
|                             
|                              |                                                                                               | Balance Sheets  June 30, 1999 and March 31, 2000                                                                                                                |    |          | 3 | 
|                             
|                             
|                             
|                             
|                              |                                                                                               | Statements of Operations  Three Months and Nine Months Ended
March 31, 1999 and 2000, respectively, and Period
From July 19, 1988 (Inception) to March 31, 2000 |    |          | 4 | 
|                             
|                             
|                             
|                             
|                              |                                                                                               | Statements of Cash Flows  Nine Months Ended
March 31, 1999 and 2000 and Period From
July 19, 1988 (Inception) to March 31, 2000                                 |    |          | 5 | 
|                             
|                             
|                             
|                             
|                              |                                                                                               | Notes to Financial Statements                                                                                                                                    |    |          | 6 | 
|                             
|                             
|                             
|                             
|                              | Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                                                                  |    | 7        |  
|                             
|                             
|                             
|                             
|PART II.OTHER INFORMATION:   
|                             
|                             
|                             
|                             
|                              | Item 2. Use of Proceeds                                                                       |                                                                                                                                                                  |    | 13       |  
|                             
|                             
|                             
|                             
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                                  |    | 13       |  
|                             
|                             
|                             
|                             
|SIGNATURES                    |                                                                                               |                                                                                                                                                                  | 14 |         
|                             
|                             
|                             
|                             
|EXHIBIT INDEX                 |                                                                                               |                                                                                                                                                                  | 15 |         

2



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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1. Financial Statements

Hypertension Diagnostics, Inc.
(A Development Stage Company)




Balance Sheets

|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |            |        |           | 
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ---------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | -------- | --------- | ---------- | ---------- | ------ | --------- | 
|                                                                                                                  |                                                  |                                                                                          |                                            |            | June 30, |           | March 31, 
|                                                                                                                  |                                                  |                                                                                          |                                            |            | 1999     |           | 2000      
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |           
|Assets                                                                                                            |                                                  |                                                                                          |                                            |            |          |           | (Unaudited | )         
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Current Assets:                                                                                                  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Cash and cash equivalents                        |                                                                                          | $                                          | 7,684,525  |          |           | $          | 4,794,129  |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Accounts receivable                              |                                                                                          |                                            | 182,728    |          |           |            | 162,047    |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Interest receivable                              |                                                                                          |                                            | 49,753     |          |           |            | 29,815     |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Inventory                                        |                                                                                          |                                            | 375,497    |          |           |            | 1,279,367  |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Prepaid expenses                                 |                                                                                          |                                            | 4,720      |          |           |            | 40,190     |       
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           
|                                                                                                                  |                                                  |                                                                                          | Total Current Assets                       |            |          | 8,297,223 |            |            |        | 6,305,548 | 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Property and Equipment:                                                                                          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Leasehold improvements                           |                                                                                          |                                            | 17,202     |          |           |            | 17,202     |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Furniture and equipment                          |                                                                                          |                                            | 458,999    |          |           |            | 533,764    |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Less accumulated depreciation                    |                                                                                          |                                            | (92,119    | )        |           |            | (165,951   | )     
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           
|                                                                                                                  |                                                  |                                                                                          | 384,082                                    |            |          |           | 385,015    |           
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Patents, net of accumulated amortization of $21,605
and $26,705 at June 30, 1999 and March 31, 2000,
respectively |                                                  |                                                                                          | 23,800                                     |            |          |           | 18,700     |           
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Others Assets                                                                                                     |                                                  |                                                                                          | 6,730                                      |            |          |           | 6,730      |           
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           
|                                                                                                                  |                                                  |                                                                                          | Total Assets                               |            | $        | 8,711,835 |            |            | $      | 6,715,993 | 
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           
|Liabilities and Shareholders Equity                                                                             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Current Liabilities:                                                                                             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Accounts payable                                 |                                                                                          | $                                          | 113,397    |          |           | $          | 257,077    |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Accrued payroll and payroll taxes                |                                                                                          |                                            | 98,356     |          |           |            | 118,565    |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Other accrued expenses                           |                                                                                          |                                            | 10,856     |          |           |            | 12,190     |       
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           
|                                                                                                                  |                                                  |                                                                                          | Total Current Liabilities                  |            |          | 222,609   |            |            |        | 387,832   | 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Shareholders Equity:                                                                                            
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Preferred Stock, $.01 par value:                
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                                  | Authorized shares5,000,000                                                             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                                  | Issued and outstanding sharesnone                                                       |                                            |            |         |           |            |            |       |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Common Stock, $.01 par value:                   
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                                  | Authorized shares25,000,000                                                            
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                                  | Issued and outstanding shares5,109,235 at June 30, 1999
and 5,173,697 at March 31, 2000 |                                            |            | 51,092   |           |            |            | 51,737 |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Additional paid-in capital                       |                                                                                          |                                            | 14,083,028 |          |           |            | 14,211,307 |       
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Deferred compensation                            |                                                                                          |                                            | (154,550   | )        |           |            | (101,045   | )     
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Deficit accumulated during the development stage |                                                                                          |                                            | (5,490,344 | )        |           |            | (7,833,838 | )     
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           
|                                                                                                                  |                                                  |                                                                                          | Total Shareholders Equity                 |            |          | 8,489,226 |            |            |        | 6,328,161 | 
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           
|                                                                                                                  |                                                  |                                                                                          | Total Liabilities and Shareholders Equity |            | $        | 8,711,835 |            |            | $      | 6,715,993 | 
|                                                                                                                  |                                                  |                                                                                          |                                            |            |          |           |            |           

See accompanying notes.

3



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##### Table of Contents



Hypertension Diagnostics, Inc.
(A Development Stage Company)




Statements of Operations

(Unaudited)

|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |            |           |            |   |            |           |            |   |            |             |            |  
|------------------------------------- | ----------------------------------- | ------------------------------------------------------------- | --------- | ------------------ | -------- | ----------------- | --------- | -------------- | -------- | ---- | ---------- | --------- | ---------- | - | ---------- | --------- | ---------- | - | ---------- | ----------- | ---------- | -
|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |            |           |            |   |            |           |            |   |            | Period From
|                                      |                                     |                                                               |           | Three Months Ended |          | Nine Months Ended |           | July 19, 1988 
|                                      |                                     |                                                               |           | March 31           |          | March 31          |           | (Inception) to
|                                      |                                     |                                                               |           |                    |          |                   |           | March 31,     
|                                      |                                     |                                                               |           | 1999               |          | 2000              |           | 1999           |          | 2000 |            | 2000     
|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |           
|Revenue:                             
|                                     
|                                     
|                                     
|                                     
|                                      | Equipment sales                     |                                                               | $         | 37,750             |          |                   | $         | 165,244        |          |      | $          | 133,248   |            |   | $          | 294,241   |            |   | $          | 675,488     |           
|                                     
|                                     
|                                     
|                                     
|Cost and Expenses:                   
|                                     
|                                     
|                                     
|                                     
|                                      | Cost of equipment sales             |                                                               |           | 14,308             |          |                   |           | 30,720         |          |      |            | 43,400    |            |   |            | 60,673    |            |   |            | 199,461     |           
|                                     
|                                     
|                                     
|                                     
|                                      | Research and development            |                                                               |           | 165,480            |          |                   |           | 111,413        |          |      |            | 530,231   |            |   |            | 339,371   |            |   |            | 2,474,315   |           
|                                     
|                                     
|                                     
|                                     
|                                      | Selling, general and administrative |                                                               |           | 486,881            |          |                   |           | 809,456        |          |      |            | 1,424,475 |            |   |            | 2,486,387 |            |   |            | 6,654,254   |           
|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |            |           |            |   |            |           |            |   |            |            
|                                      |                                     | Total Cost and Expenses                                       |           |                    | 666,669  |                   |           |                | 951,589  |      |            |           | 1,998,106  |   |            |           | 2,886,431  |   |            |             | 9,328,030  |  
|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |            |           |            |   |            |           |            |   |            |            
|Operating Loss                        |                                     |                                                               | (628,919  | )                  |          |                   | (786,345  | )              |          |      | (1,864,858 | )         |            |   | (2,592,190 | )         |            |   | (8,652,542 | )          
|                                     
|                                     
|                                     
|                                     
|Other Income (Expense):              
|                                     
|                                     
|                                     
|                                     
|                                      | Interest income                     |                                                               |           | 105,402            |          |                   |           | 70,577         |          |      |            | 319,102   |            |   |            | 248,696   |            |   |            | 865,735     |           
|                                     
|                                     
|                                     
|                                     
|                                      | Interest expense                    |                                                               |           |                   |          |                   |           |               |          |      |            |          |            |   |            |          |            |   |            | (47,031     | )         
|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |            |           |            |   |            |           |            |   |            |            
|                                      |                                     |                                                               | 105,402   |                    |          |                   | 70,577    |                |          |      | 319,102    |           |            |   | 248,696    |           |            |   | 818,704    |            
|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |            |           |            |   |            |           |            |   |            |            
|                                      |                                     | Net Loss and Deficit Accumulated
During the Development Stage |           | $                  | (523,517 | )                 |           | $              | (715,768 | )    |            | $         | (1,545,756 | ) |            | $         | (2,343,494 | ) |            | $           | (7,833,838 | )
|                                      |                                     |                                                               |           |                    |          |                   |           |                |          |      |            |           |            |   |            |           |            |   |            |            
|Basic and Dilutive Net Loss per Share |                                     | $                                                             | (.10      | )                  |          | $                 | (.14      | )              |          | $    | (.31       | )         |            | $ | (.46       | )         |            | $ | (5.13      | )          
|                                     
|                                     
|                                     
|                                     
|Weighted Average Shares Outstanding   |                                     |                                                               | 5,109,235 |                    |          |                   | 5,119,745 |                |          |      | 4,926,185  |           |            |   | 5,112,751  |           |            |   | 1,526,217  |            

See accompanying notes.

4



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##### Table of Contents



Hypertension Diagnostics, Inc.
(A Development Stage Company)




Statements of Cash Flows

(Unaudited)

|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |         |            |  
|--------------------------------------------------------------------------- | ----------------------------------------------------------- | ------------------------------------------------ | ---------- | ----------------------------------------------- | ---------- | ---- | ---------- | ------ | ---------- | - | ---------- | ------- | ---------- | -
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|                                                                            |                                                             |                                                  |            |                                                 |            |     
|                                                                            |                                                             |                                                  |            |                                                 |            |     
|                                                                            |                                                             | Nine Months EndedMarch 31                        |            | Period FromJuly 19, 1988(Inception) toMarch 31,
|                                                                            |                                                             |                                                  |            | 1999                                            |            | 2000 |            | 2000  
|                                                                            |                                                             |                                                  |            |                                                 |            |      |           
|Operating Activities:                                                      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net loss                                                                    |                                                             | $                                                | (1,545,756 | )                                               |            | $    | (2,343,494 | )      |            | $ | (7,833,838 | )      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Adjustments to reconcile net loss to net
cash used in operating activities:
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Value of stock options granted in lieu
of cash compensation |                                                  |            |                                                |            |      |            | 53,505 |            |   |            | 626,408 |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Depreciation                                                |                                                  |            | 44,972                                          |            |      |            | 73,832 |            |   |            | 202,420 |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Amortization                                                |                                                  |            | 6,969                                           |            |      |            | 5,100  |            |   |            | 27,755  |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Write-off of property and equipment                         |                                                  |            |                                                |            |      |            |       |            |   |            | 42,702  |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Change in operating assets and liabilities:                
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Accounts receivable                              |            |                                                 | (45,111    | )    |            |        | 20,681     |   |            |         | (162,047   | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Interest receivable                              |            |                                                 | (49,616    | )    |            |        | 19,938     |   |            |         | (29,815    | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Inventory                                        |            |                                                 | 293,816    | )    |            |        | (903,870   | ) |            |         | (1,279,367 | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Prepaid expenses                                 |            |                                                 | 137,831    |      |            |        | (35,470    | ) |            |         | (40,190    | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Other assets                                     |            |                                                 | (200       | )    |            |        |           |   |            |         | (6,730     | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Accounts payable                                 |            |                                                 | 70,552     |      |            |        | 143,680    |   |            |         | 257,077    |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Accrued payroll and payroll taxes                |            |                                                 | 24,060     |      |            |        | 20,209     |   |            |         | 118,565    |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Other accrued expenses                           |            |                                                 | 3,284      |      |            |        | 1,334      |   |            |         | 12,364     |  
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|                                                                            |                                                             | Net cash used in operating activities            |            |                                                 | (1,646,831 | )    |            |        | (2,944,555 | ) |            |         | (8,064,696 | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Investing Activities:                                                      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Purchase of property and equipment                                          |                                                             |                                                  | (275,366   | )                                               |            |      | (74,765    | )      |            |   | (630,137   | )      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Payment of patent costs                                                     |                                                             |                                                  |           |                                                 |            |      |           |        |            |   | (46,455    | )      
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|                                                                            |                                                             | Net cash used in investing activities            |            |                                                 | (275,366   | )    |            |        | (74,765    | ) |            |         | (676,592   | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Financing Activities:                                                      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Proceeds from notes payable                                                 |                                                             |                                                  |           |                                                 |            |      |           |        |            |   | 315,500    |        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Payments of notes payable                                                   |                                                             |                                                  |           |                                                 |            |      |           |        |            |   | (49,000    | )      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Issuance of Common Stock                                                    |                                                             |                                                  | 9,196,464  |                                                 |            |      | 128,924    |        |            |   | 13,269,217 |        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Redemption of Common Stock                                                  |                                                             |                                                  |           |                                                 |            |      |           |        |            |   | (300       | )      
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|                                                                            |                                                             | Net cash provided by financing activities        |            |                                                 | 9,196,464  |      |            |        | 128,924    |   |            |         | 13,535,417 |  
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|Net increase (decrease) in cash and cash equivalents                        |                                                             |                                                  | 7,274,267  |                                                 |            |      | (2,890,396 | )      |            |   | 4,794,129  |        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                             | Cash and cash equivalents at beginning of period |            |                                                 | 1,239,804  |      |            |        | 7,684,525  |   |            |         |           |  
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|Cash and cash equivalents at end of period                                  |                                                             | $                                                | 8,514,071  |                                                 |            | $    | 4,794,129  |        |            | $ | 4,794,129  |        
|                                                                            |                                                             |                                                  |            |                                                 |            |      |            |        |            |   |            |        
|Supplemental Schedule of Noncash Financing Activities:                     
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Conversion of note payable and accrued interest into
Common Stock           |                                                             | $                                                |           |                                                 |            | $    |           |        |            | $ | 266,674    |        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Cash paid for interest                                                      |                                                             |                                                  |           |                                                 |            |      |           |        |            |   | 12,526     |        

See accompanying notes.

5



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##### Table of Contents



Hypertension Diagnostics, Inc.
(A Development Stage Company)




Notes to Financial Statements

(Unaudited)

March 31, 2000



|1. |  | Interim Financial Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The accompanying unaudited financial statements have been prepared in accordance with the instructions
to Form 10-QSB and do not include all the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, these unaudited
financial statements reflect all adjustments, consisting only of normal and recurring adjustments
necessary for a fair presentation of the financial statements. The results of operations for the three
months and nine months ended March 31, 2000 are not necessarily indicative of the results that may be
expected for the full year ending June 30, 2000. The June 30, 1999 balance sheet was derived from
audited financial statements. For further information, refer to the financial statements and notes
included in the Companys Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999. The
policies described in that report are used for preparing quarterly reports.
|  
|2. |  | Shareholders Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | In July and August 1998, the Company raised $9,188,414 (net of underwriting discounts and offering
expenses), through an initial public offering of 2,587,500 units (which included 337,500 additional
units to cover over-allotments) at $4.125 per unit. Each unit consists of one share of Common Stock and
one redeemable Class A Warrant which entitles the holder to purchase one share at an exercise price of
$5.50 per Warrant, subject to adjustment. The Class A Warrants are subject to redemption by the Company
for $.01 per Warrant at any time commencing 90 days after the Effective Date (July 23, 1998), provided
that the closing bid price of the Common Stock exceeds $6.50 (subject to adjustment) for 14 consecutive
trading days. The Class A Warrants expire on July 22, 2002.                                                                                                                                                                                                        
|  
|3. |  | Subsequent Event  Chief Executive
Officer/Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | On April 26, 2000, the Company announced that Dennis L. Sellke had resigned as a director of the Company
effective April 21, 2000, and will no longer be serving as its Chief Executive Officer. The Company
also reported that Greg H. Guettler, the Companys President, would assume most of Mr. Sellkes
responsibilities with the assistance of the other Company officers, Dr. Charles F. Chesney, Executive
Vice President and Chief Technology Officer, and Mr. James S. Murphy, Senior Vice President, Finance and
Administration and Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                         

6



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##### Table of Contents






ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934. In addition, forward-looking statements may be made orally in the future by or on behalf
of the Company. When used in this report, the words believe, expect, will, can, estimate, anticipate
and similar expressions are intended to identify such forward-looking statements. The Company wishes to caution
readers not to place undue reliance on any forward-looking statements and to recognize that the statements are
not predictions of actual future results. Actual results could differ materially from those anticipated in the
forward-looking statements due to the risks and uncertainties set forth in the Companys 1999 Annual Report on
Form 10-KSB under the caption Risk Factors, as well as others not now anticipated. These risks and
uncertainties include, without limitation, the Companys ability to receive regulatory approval for its
CVProfilor DO-2020 System; the availability of third-party reimbursements; market acceptance of the Companys
products; the ability to operate and maintain the Central Data Management Facility (CDMF) on a commercial
scale; regulatory restrictions pertaining to data privacy issues in utilizing the CDMF; the ability to
manufacture the Companys products on a commercial scale and in compliance with regulatory requirements; the
availability of integral components for the Companys products; the Companys ability to develop distribution
channels; increased competition; changes in government regulation; health care reforms; exposure to potential
product liability; and the Companys ability to protect its proprietary technology.

Overview

The Company was founded in July 1988 to develop its blood pressure waveform analysis technology into a
clinically acceptable, non-invasive method for conducting cardiovascular profiling. The Company has developed
proprietary cardiovascular profiling technology that analyzes non-invasively derived arterial pulse pressure
waveform data as a means of determining several parameters that are useful in assessing the cardiovascular
system. From inception, the majority of the Companys efforts have been focused on incorporating this technology
into an instrument that is intended to allow physicians to reliably and effectively screen patients for
cardiovascular disease. While the Company has developed and tested commercial models of the Product and in April
1998 commenced marketing the CR-2000 Research CardioVascular Profiling System for research use only, it expects
to incur substantial net operating losses until it achieves a significant level of revenue following FDA
clearance to market the CVProfiler DO-2020 System.

The Company plans to market three models: the CR-2000 Research CardioVascular Profiling System, the
CVProfilor DO-2020 System and the CVProfilor MD-3000 System (previously referred to as the Model DO-2020i).
Management believes that the CR-2000, intended for research use only in the United States (that is, not for
screening, diagnosing, monitoring or determining the treatment of patients), does not require FDA clearance to
market, and marketing and distribution activities have commenced worldwide. The CVProfilor DO-2020 System,
intended for use by physicians to screen patients with vascular disease, is an FDA regulated medical device. The
Company is unable to market the CVProfilor DO-2020 System in the United States until FDA clearance to market is
obtained.

On November 30, 1999, the Company announced that its Quality Assurance System was registered to
ISO-9002, EN-46002 and ISO-13488 by TUV Product Services. The Companys non-invasive CR-2000 Research
CardioVascular Profiling System now carries the CE0123 mark, indicating that the CR-2000 is certified for sale
throughout the European Union and that the product complies with the Medical Device Directives and applicable
safety standards. The Company is currently pursuing foreign registrations and approvals that will allow
marketing of a similar product for use by physicians, the CVProfilor MD-3000 System, in foreign markets.

7



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##### Table of Contents



Development Stage Results of Operations

The Company is a development stage company and is not presently generating any significant revenues.
There can be no assurance that the Company will ever be able to generate significant revenues, attain or maintain
profitable operations or successfully implement its business plan or its current development opportunities. As
of March 31, 2000, the Company had a deficit accumulated during the development stage of $(7,833,838),
attributable primarily to research and development and general and administrative expenses. Until it is able to
generate significant revenues from its activities, the Company expects to continue to incur operating losses.

The Company is seeking clearance from the FDA to market the CVProfilor DO-2020 System. The Company has
been notified by the FDA that it will not be granted an extension to the 510(k) Premarket Notification submission
that was previously submitted. Instead, the FDA has requested that the Company submit a new 510(k) submission
which will include additional information as mutually agreed upon between the FDA and the Company. The gathering
of information and the drafting of a new submission is ongoing, and a new 510(k) submission for the CVProfilor
DO-2020 System is expected to be forwarded to the FDA before the end of the Companys fiscal year (that is,
before June 30, 2000). It is unknown how long it will take the FDA to review the 510(k) submission, or when the
FDA will clear the 510(k), if at all.

In accordance with discussions between the FDA and the Company, the new 510(k) submission will be in
support of a CVProfilor DO-2020 System which presents, in the reports it generates, clinical data regarding
blood pressure measurements, pulse rate and both large and small artery elasticity indices only. After the receipt
of clearance from the FDA on said submission, the Company plans to submit additional information and/or clinical
data with the goal of receiving FDA clearance for an enhancement of the reports. The Company believes that such
an enhanced version of the CVProfilor DO-2020 System will facilitate the ability of physicians using it to
obtain insurance company and other third-party reimbursement, which cannot be assured.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 2000

Revenue was $37,750 and $165,244 for the three months ended March 31, 1999 and 2000, respectively. This
revenue related to sales of the HDI/PulseWave CR-2000 Research CardioVascular Profiling System.

Total cost and expenses for the three months ended March 31, 1999 were $666,669 compared to $951,589 for
the three months ended March 31, 2000. Approximately 25% of the $666,669 and 12% of the $951,589 total cost and
expenses were related to research and development expenses. A further breakdown of research and development
expenses is as follows:

|                                                                                             |                                         |   |                    |         |      |   |        |         | 
|-------------------------------------------------------------------------------------------- | --------------------------------------- | - | ------------------ | ------- | ---- | - | ------ | ------- | 
|                                                                                             |                                         |   | Three Months Ended
|                                                                                             |                                         |   | March 31          
|                                                                                             |                                         |   |                   
|                                                                                             |                                         |   | 1999               |         | 2000
|                                                                                             |                                         |   |                    |         |     
|Design and development of prototype devices and other
enhancements and improvements          |                                         | $ | 55,632             |         |      | $ | 93,578 |        
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Design and development of a Central Data Management
Facility (CDMF)                        |                                         |   | 109,848            |         |      |   |       |        
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Recognized compensation cost for value of stock options
granted in lieu of cash compensation |                                         |   |                   |         |      |   | 17,835 |        
|                                                                                             |                                         |   |                    |         |      |   |        |        
|                                                                                             | Total research and development expenses |   | $                  | 165,480 |      |   | $      | 111,413 | 
|                                                                                             |                                         |   |                    |         |      |   |        |        

8



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##### Table of Contents



The design and development of the CDMF was completed in the fiscal year ended June 30, 1999. The CDMF
is capable of handling multiple simultaneous transmissions by the CVProfilor DO-2020 System integrated with the
Companys tracking, billing and production systems and capable of storing and retrieving several hundred thousand
patient records.

The following is a summary of the major categories included in selling, general and administrative
expenses:

|                                                             |                                                    |   |                    |         |      |   |         |         | 
|------------------------------------------------------------ | -------------------------------------------------- | - | ------------------ | ------- | ---- | - | ------- | ------- | 
|                                                             |                                                    |   | Three Months Ended
|                                                             |                                                    |   | March 31          
|                                                             |                                                    |   |                   
|                                                             |                                                    |   | 1999               |         | 2000
|                                                             |                                                    |   |                    |         |     
|Wages, related expenses and benefits                         |                                                    | $ | 157,192            |         |      | $ | 275,701 |        
|                                                            
|                                                            
|                                                            
|                                                            
|Patents and related expenses                                 |                                                    |   | 16,677             |         |      |   | 19,469  |        
|                                                            
|                                                            
|                                                            
|                                                            
|Outside consultants                                          |                                                    |   | 44,701             |         |      |   | 73,442  |        
|                                                            
|                                                            
|                                                            
|                                                            
|Rent-building and utilities                                  |                                                    |   | 21,717             |         |      |   | 21,855  |        
|                                                            
|                                                            
|                                                            
|                                                            
|Insurance-general and directors/officers liability           |                                                    |   | 17,671             |         |      |   | 12,737  |        
|                                                            
|                                                            
|                                                            
|                                                            
|Selling, marketing and promotion, including applicable wages |                                                    |   | 112,569            |         |      |   | 246,501 |        
|                                                            
|                                                            
|                                                            
|                                                            
|Depreciation and amortization                                |                                                    |   | 21,195             |         |      |   | 27,086  |        
|                                                            
|                                                            
|                                                            
|                                                            
|Other-general and administrative                             |                                                    |   | 95,159             |         |      |   | 132,665 |        
|                                                             |                                                    |   |                    |         |      |   |         |        
|                                                             | Total selling, general and administrative expenses |   | $                  | 486,881 |      |   | $       | 809,456 | 
|                                                             |                                                    |   |                    |         |      |   |         |        

The Companys number of employees increased from thirteen in the three months ended March
31, 1999 to sixteen in the three months ended March 31, 2000.

The increase in outside consultants expense from $44,701 for the three months ended March 31, 1999 to
$73,442 for the three months ended March 31, 2000 was mainly attributable to additional work relating to the
Companys FDA 510(k) Application and the Companys ISO-9002 certification and CE mark for the HDI/PulseWave
CR-2000 Research CardioVascular Profiling System.

Selling, marketing and promotion expense increased from $112,569 for the three months ended March 31,
1999 to $246,501 for the three months ended March 31, 2000. This category includes wages and commissions paid by
the Company relating to its sales and marketing efforts as well as travel and convention expenses.

Interest income was $105,402 and $70,577 for the three months ended March 31, 1999 and 2000,
respectively. In July and August 1998, the Company raised $9,188,414 (net of underwriting discounts and offering
expenses) through an initial public offering of 2,587,500 units (which included 337,500 additional units to cover
over-allotments) at $4.125 per unit.

Net loss was $(523,517) and $(715,768) for the three months ended March 31, 1999 and 2000,
respectively. For the three months ended March 31, 1999, basic and dilutive net loss per share was $(.10), based
on weighted average shares outstanding of 5,109,235. For the three months ended March 31, 2000, basic and
dilutive net loss per share was $(.14), based on weighted average shares outstanding of 5,119,745.

Nine Months Ended March 31, 1999 Compared to Nine Months Ended March 31, 2000

Revenue was $133,248 and $294,241 for the nine months ended March 31, 1999 and 2000, respectively. This
revenue related to sales of the HDI/PulseWave CR-2000 Research CardioVascular Profiling System.

9



---



##### Table of Contents



Total cost and expenses for the nine months ended March 31, 1999 were $1,998,106 compared to $2,886,431
for the nine months ended March 31, 2000. Approximately 27% of the $1,998,106 and 12% of the $2,886,431 total
cost and expenses were related to research and development expenses. A further breakdown of research and
development expenses is as follows:

|                                                                                             |                                         |   |                   |         |      |   |         |         | 
|-------------------------------------------------------------------------------------------- | --------------------------------------- | - | ----------------- | ------- | ---- | - | ------- | ------- | 
|                                                                                             |                                         |   | Nine Months Ended
|                                                                                             |                                         |   | March 31         
|                                                                                             |                                         |   |                  
|                                                                                             |                                         |   | 1999              |         | 2000
|                                                                                             |                                         |   |                   |         |     
|Design and development of prototype devices and other
enhancements and improvements          |                                         | $ | 213,187           |         |      | $ | 285,866 |        
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Design and development of a Central Data Management
Facility (CDMF)                        |                                         |   | 317,044           |         |      |   |        |        
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Recognized compensation cost for value of stock options
granted in lieu of cash compensation |                                         |   |                  |         |      |   | 53,505  |        
|                                                                                             |                                         |   |                   |         |      |   |         |        
|                                                                                             | Total research and development expenses |   | $                 | 530,231 |      |   | $       | 339,371 | 
|                                                                                             |                                         |   |                   |         |      |   |         |        

The design and development of the CDMF was completed in the fiscal year ended June 30, 1999. The CDMF
is capable of handling multiple simultaneous transmissions by the
CVProfilor DO-2020 System integrated with the
Companys tracking, billing and production systems and capable of storing and retrieving several hundred thousand
patient records.

The following is a summary of the major categories included in selling, general and administrative
expenses:

|                                                             |                                                    |   |                   |           |      |   |         |           | 
|------------------------------------------------------------ | -------------------------------------------------- | - | ----------------- | --------- | ---- | - | ------- | --------- | 
|                                                             |                                                    |   | Nine Months Ended
|                                                             |                                                    |   | March 31         
|                                                             |                                                    |   |                  
|                                                             |                                                    |   | 1999              |           | 2000
|                                                             |                                                    |   |                   |           |     
|Wages, related expenses and benefits                         |                                                    | $ | 461,273           |           |      | $ | 814,044 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Patents and related expenses                                 |                                                    |   | 32,882            |           |      |   | 63,435  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Outside consultants                                          |                                                    |   | 174,229           |           |      |   | 267,963 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Rent-building and utilities                                  |                                                    |   | 65,040            |           |      |   | 66,246  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Insurance-general and directors/officers liability           |                                                    |   | 53,281            |           |      |   | 36,332  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Selling, marketing and promotion, including applicable wages |                                                    |   | 241,051           |           |      |   | 763,451 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Depreciation and amortization                                |                                                    |   | 51,941            |           |      |   | 78,932  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Other-general and administrative                             |                                                    |   | 344,778           |           |      |   | 395,984 |          
|                                                             |                                                    |   |                   |           |      |   |         |          
|                                                             | Total selling, general and administrative expenses |   | $                 | 1,424,475 |      |   | $       | 2,486,387 | 
|                                                             |                                                    |   |                   |           |      |   |         |          

The Companys number of employees increased from thirteen in the nine months ended March
31, 1999 to sixteen in the nine months ended March 31, 2000.

The increase in outside consultants expense from $174,229 for the nine months ended March 31, 1999 to
$267,963 for the nine months ended March 31, 2000 was mainly attributable to additional work relating to the
Companys FDA 510(k) Application and the Companys ISO-9002 certification and CE mark for the HDI/PulseWave
CR-2000 Research CardioVascular Profiling System.

10



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##### Table of Contents



Selling, marketing and promotion expense increased from $241,051 for the nine months ended March 31,
1999 to $763,451 for the nine months ended March 31, 2000. This category includes wages and commissions paid by
the Company relating to its sales and marketing efforts as well as travel and convention expenses.

Interest income was $319,102 and $248,696 for the nine months ended March 31, 1999 and 2000,
respectively. In July and August 1998, the Company raised $9,188,414 (net of underwriting discounts and offering
expenses) through an initial public offering of 2,587,500 units (which included 337,500 additional units to cover
over-allotments) at $4.125 per unit.

Net loss was $(1,545,756) and $(2,343,494) for the nine months ended March 31, 1999 and 2000,
respectively. For the nine months ended March 31, 1999, basic and dilutive net loss per share was $(.31), based
on weighted average shares outstanding of 4,926,185. For the nine months ended March 31, 2000, basic and
dilutive net loss per share was $(.46), based on weighted average shares outstanding of 5,112,751.

Liquidity and Capital Resources

Cash and cash equivalents had a net increase of $7,274,267 for the nine months ended March 31, 1999.
The significant elements of this change were as follows: net cash
used in operating activities  net loss, as
adjusted for non-cash items, of $(1,493,815); decrease in prepaid expenses  $137,831; increase in inventory -
$293,816; net cash used in investing activities 
purchase of property and equipment  $275,366; net cash
provided by financing activities  issuance of Common Stock  $9,196,464. For the nine months ended March 31,
2000, cash and cash equivalents had a net decrease of $2,890,396. The significant elements of this change were
as follows: net cash used in operating activities  net loss, as adjusted for non-cash items, of $(2,211,057);
increase in inventory  $903,870; increase in accounts payable  $143,680.

In July 1998, the Company completed its initial public offering (IPO) in which it sold 2,250,000 units
at $4.125 per unit, each unit consisting of one share of Common Stock and one redeemable Class A Warrant. In
August 1998, the underwriter exercised in full an overallotment option to purchase an additional 337,500 units.
Total net proceeds from the IPO were $9,188,414. As of March 31, 2000, the Company has cash and cash equivalents
of $4,794,129, and anticipates that these funds should allow it to pursue the different elements of the Companys
business development strategy for approximately the next 9 to 12 months. The Companys business plan and
financing needs are subject to change depending on, among other things, market conditions, timing of the receipt
of clearance from the FDA to market the CVProfilor DO-2020, business opportunities and cash flow from
operations. Pending application of the net proceeds, such proceeds will be invested in short-term, high quality,
interest-bearing instruments.

Although not assured, in addition to the net proceeds from the IPO, the Company may derive over a period
of time up to $14,231,250 from the exercise of the Class A Warrants included in the units. Each Class A Warrant
entitles the holder to purchase one share at an exercise price of $5.50 per Warrant, subject to adjustment. The
Class A Warrants are subject to redemption by the Company for $.01 per Warrant at any time commencing October 21,
1998, provided that the closing bid price of the shares exceeds $6.50 (subject to adjustment) for 14 consecutive
trading days. The Class A Warrants expire on July 22, 2002. The amounts, if any, that the Company derives from
the exercise of such Class A Warrants will be used in connection with the Companys development opportunities,
business plan activities and/or working capital requirements.

11



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##### Table of Contents



Year 2000 Compliance

Although it is now after January 1, 2000, many existing computer programs in the business world still
use only two digits to identify a year in a data field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected, many computer applications could
fail, create erroneous results, or otherwise lead to significant business delays and disruptions in the Year
2000. The Company has experienced no Year 2000 information systems problems to date, and it believes its
internal information technology systems remain Year 2000 compliant. The Company has, and expects to have,
certain material relationships with suppliers and vendors. Although the Company has experienced no problems to
date, it is currently unable to predict to what extent the Year 2000 issue may affect such existing and
anticipated suppliers or vendors, or to what extent the Company would be vulnerable to any failure by its
suppliers or vendors to be Year 2000 compliant. The failure of a supplier or vendor to remediate any Year 2000
issues could have a material adverse effect on the Companys business, financial condition or results of
operation.

12



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##### Table of Contents






PART II. OTHER INFORMATION




Item 2.      Use of Proceeds

The following table sets forth the Companys use of the net proceeds from its initial public offering,
from July 28, 1998 through March 31, 2000:

|                                                                                                                                                             |  |   |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - | --------- | 
|Temporary investments (U.S. Government obligations/notes
and U.S. Government money market fund; other short-term high
quality, interest-bearing instruments) |  | $ | 4,794,129 | 
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|Central Data Management Facility                                                                                                                             |  |   | 318,194   | 
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|Purchase of property and equipment                                                                                                                           |  |   | 400,852   | 
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|Selling, marketing and promotion                                                                                                                             |  |   | 921,165   | 
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|Wages, related expenses and benefits                                                                                                                         |  |   | 1,190,025 | 
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|Outside consultants                                                                                                                                          |  |   | 356,879   | 
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|                                                                                                                                                            
|Inventory                                                                                                                                                    |  |   | 1,207,170 | 
|                                                                                                                                                             |  |   |           | 
|                                                                                                                                                             |  | $ | 9,188,414 | 
|                                                                                                                                                             |  |   |           | 




Item 6.      Exhibits and Reports on Form 8-K

(a) The following Exhibits are furnished pursuant to Item 601 of Regulation S-B:

|           |  |                                                              
|---------- |  | -------------------------------------------------------------
|Exhibit No |  | Description                                                  
|          
|          
|          
|          
|27         |  | Financial Data Schedule for the quarter ended March 31, 2000.

______________________________

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the quarter ended March 31, 2000.

13



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##### Table of Contents






SIGNATURES

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

| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | HYPERTENSION DIAGNOSTICS, INC                                                                                                                     
|
| | By /s/ James S. Murphy
James S. Murphy
Senior Vice President, Finance and
Administration and Chief Financial Officer
(principal financial officer)

Date: May 12, 2000

14



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##### Table of Contents






EXHIBIT INDEX

|           |  |                                                              
|---------- |  | -------------------------------------------------------------
|Exhibit No |  | Description                                                  
|          
|          
|          
|          
|27         |  | Financial Data Schedule for the quarter ended March 31, 2000.

15