UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________



FORM 10-Q

_________________





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



For the quarterly period ended September
30, 2019



or



[_] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _________________



Commission File Number: 000-24635

_____________________



Hypertension
Diagnostics,Inc.

(Exact name of registrant as specified in
its charter)

_____________________



|Minnesota                                                              |  | 41-1618036                          
|---------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                                       |  |                                     
|550 Highway 7 East, Unit 316                                           |  | L4B 3Z4                             
|(Address of principal executive offices)                               |  | (Zip Code)                          

404-449-6151

(Registrant’s telephone number, including
area code)





Securities registered pursuant to Section
12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      
|                    |                                          





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



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



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).   Yes  ☐    No  ☒



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



|Large accelerated filer
    ☐ |                             | Accelerated filer ☐
|----------------------------- | --------------------------- | -------------------
|Non-accelerated filer ☐       | Smaller reporting company ☒
|Emerging growth company ☐     |                            



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



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



There were 136,813,921 shares of the registrant’s common
stock, $.001 par value per share, outstanding as of July 12, 2019.
















Part I - Financial Information

Item 1. - Financial Statements

Hypertension Diagnostics, Inc.

Balance Sheets



|                                                                                 |  | September 30, 2019 |             |   | December 31, 2018 |  
|-------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ----------------- | -
|Current Assets:                                                                  |  |                    |             |   |                   |  
|Cash and cash equivalents                                                        |  | $                  | 86,392      |   |                   | $
|Accounts receivable, net                                                         |  |                    | 187,595     |   |                   |  
|Inventory, net                                                                   |  |                    | 189,434     |   |                   |  
|Prepaids and other current assets                                                |  |                    | 41,950      |   |                   |  
|Note receivable - related party                                                  |  |                    | 196,181     |   |                   |  
|Accrued royalty’s receivable from CPC                                            |  |                    | 4,252       |   |                   |  
|Total Current Assets                                                             |  |                    | 705,704     |   |                   |  
|                                                                                 |  |                    |             |   |                   |  
|Property and Equipment                                                           |  |                    |             |   |                   |  
|Leasehold improvements                                                           |  |                    | 93,235      |   |                   |  
|Furniture and equipment                                                          |  |                    | 19,907      |   |                   |  
|Computer & electronic equipment                                                  |  |                    | 672,383     |   |                   |  
|Total property and equipment                                                     |  |                    | 785,525     |   |                   |  
|Less accumulated depreciation and amortization                                   |  |                    | (275,998    | ) |                   |  
|Property and equipment, net                                                      |  |                    | 509,527     |   |                   |  
|Other assets                                                                     |  |                    | 62,598      |   |                   |  
|Total Assets                                                                     |  | $                  | 1,277,829   |   |                   | $
|                                                                                 |  |                    |             |   |                   |  
|Liabilities and Shareholders’ Equity (Deficit)                                   |  |                    |             |   |                   |  
|Current Liabilities                                                              |  |                    |             |   |                   |  
|Accounts payable                                                                 |  | $                  | 445,644     |   |                   | $
|Accrued vacation, payroll and payroll taxes                                      |  |                    | 37,700      |   |                   |  
|Other accrued expenses                                                           |  |                    | 860,792     |   |                   |  
|Current Liabilities                                                              |  |                    | 1,344,136   |   |                   |  
|Long Term Liabilities:                                                           |  |                    |             |   |                   |  
|Notes payable - subordinated debt, net                                           |  |                    | 4,685,469   |   |                   |  
|Total Long-term liabilities                                                      |  |                    | 4,685,469   |   |                   |  
|Total Liabilities                                                                |  |                    | 6,029,605   |   |                   |  
|                                                                                 |  |                    |             |   |                   |  
|Shareholders’ Equity (Deficit)                                                   |  |                    |             |   |                   |  
|Series A Convertible Preferred Stock, $.01 par value:                            |  |                    |             |   |                   |  
|Authorized Shares - 5,000,000, Issued and outstanding shares - 611,390           |  |                    | 6,144       |   |                   |  
|Common stock, $.01 par value:                                                    |  |                    |             |   |                   |  
|Authorized shares - 150,000,000, Issued and outstanding shares 52,388,750 issued |  |                    | 523,887     |   |                   |  
|Additional paid-in capital                                                       |  |                    | 28,462,631  |   |                   |  
|Accumulated deficit                                                              |  |                    | (33,744,438 | ) |                   |  
|Total Shareholders’ Equity (Deficit)                                             |  |                    | (4,751,776  | ) |                   |  
|Total Liabilities and Shareholders’ Equity                                       |  | $                  | 1,277,829   |   |                   | $



The accompanying notes are an integral part
of these financial statements







2








Hypertension Diagnostics, Inc.
Statements of Operations





|                                      |  | For the 
nine months
    ended September 30, 2019 |   |  | For the year ended December 31, 2018 |  
|------------------------------------- |  | ------------------------------------------------- | - |  | ------------------------------------ | -
|Revenue:                              |  |                                                   |   |  |                                      |  
|Sales                                 |  | $                                                 | – |  |                                      | $
|Rental / brokered                     |  |                                                   | – |  |                                      |  
|Service/contract income/royalties     |  |                                                   | – |  |                                      |  
|Total Revenue                         |  |                                                   | – |  |                                      |  
|                                      |  |                                                   |   |  |                                      |  
|Cost of Sales:                        |  |                                                   |   |  |                                      |  
|Cost of sales                         |  |                                                   | – |  |                                      |  
|Inventory obsolescence reserve        |  |                                                   | – |  |                                      |  
|Net Cost of Sales                     |  |                                                   | – |  |                                      |  
|Gross Profit                          |  |                                                   | – |  |                                      |  
|                                      |  |                                                   |   |  |                                      |  
|Expenses                              |  |                                                   |   |  |                                      |  
|Selling, general & administrative     |  |                                                   | – |  |                                      |  
|Interest Expenses                     |  |                                                   | – |  |                                      |  
|Depreciation                          |  |                                                   | – |  |                                      |  
|Total Expenses                        |  |                                                   | – |  |                                      |  
|Operating Loss                        |  |                                                   | – |  |                                      |  
|                                      |  |                                                   |   |  |                                      |  
|Other Income:                         |  |                                                   |   |  |                                      |  
|Interest Income                       |  |                                                   | – |  |                                      |  
|Other Income                          |  |                                                   | – |  |                                      |  
|Rounding                              |  |                                                   | – |  |                                      |  
|Total Other Income                    |  |                                                   | – |  |                                      |  
|Net income (loss) before income taxes |  |                                                   | – |  |                                      |  
|Income Tax                            |  |                                                   | – |  |                                      |  
|                                      |  |                                                   |   |  |                                      |  
|Net Loss                              |  | $                                                 | – |  |                                      | $



The accompanying notes are an integral part
of these financial statements







3






Hypertension Diagnostics, Inc.

Statements of Shareholders’ Equity
(Deficit)







|                              |  |           |         |  |              |   |       |         |  |  |             |  |  | Additional |         |  |         |   |            |       | 
|----------------------------- |  | --------- | ------- |  | ------------ | - | ----- | ------- |  |  | ----------- |  |  | ---------- | ------- |  | ------- | - | ---------- | ----- | 
|                              |  | Preferred |         |  | Common Stock |   |       | Paid-in |  |  | Accumulated |  |  |            |        
|                              |  | Shares    |         |  | Amount       |   |       | Shares  |  |  | Amount      |  |  | Capital    |         |  | Deficit |   |            | Total | 
|Balance at DECEMBER 31, 2017  |  |           | 611,390 |  |              | $ | 6,114 |         |  |  | 52,388,750  |  |  | $          | 523,887 |  |         | $ | 28,462,631 |       | 
|Net Loss                      |  |           |         |  |              |   |       |         |  |  |             |  |  |            |         |  |         |   |            |       | 
|                              |  |           |         |  |              |   |       |         |  |  |             |  |  |            |         |  |         |   |            |       | 
|Balance at DECEMBER 31, 2018  |  |           | 611,390 |  |              | $ | 6,114 |         |  |  | 52,388,750  |  |  | $          | 523,887 |  |         | $ | 28,462,631 |       | 
|Net Loss                      |  |           |         |  |              |   |       |         |  |  |             |  |  |            |         |  |         |   |            |       | 
|Balance at SEPTEMBER 30, 2019 |  |           | 611,390 |  |              | $ | 6,114 |         |  |  | 52,388,750  |  |  | $          | 523,887 |  |         | $ | 28,462,631 |       | 



The accompanying notes are an integral part
of these financial statements



























4






Hypertension Diagnostics,
Inc.
Statements of Cash Flows



|                                                     |  | For the
 nine months
    ended September 30, 2019 |        |  | For the year ended  December 31, 2018 |  
|---------------------------------------------------- |  | ------------------------------------------------- | ------ |  | ------------------------------------- | -
|Operating Activities:                                |  |                                                   |        |  |                                       |  
|Net Loss                                             |  | $                                                 | –      |  |                                       | $
|Adjustment to reconcile net loss to net              |  |                                                   |        |  |                                       |  
|Cash used in operating activities:                   |  |                                                   |        |  |                                       |  
|Deferred stock-based compensation (income) expenses  |  |                                                   |        |  |                                       |  
|Depreciation                                         |  |                                                   | –      |  |                                       |  
|Rounding                                             |  |                                                   | –      |  |                                       |  
|Allowance for Receivables                            |  |                                                   | –      |  |                                       |  
|Inventory obsolescence reserve                       |  |                                                   | –      |  |                                       |  
|Change in operating assets and liabilities:          |  |                                                   |        |  |                                       |  
|Accounts receivable                                  |  |                                                   | –      |  |                                       |  
|Inventory                                            |  |                                                   | –      |  |                                       |  
|Prepaid and other current assets                     |  |                                                   | –      |  |                                       |  
|Accounts Payable                                     |  |                                                   | –      |  |                                       |  
|Accrued vacation, payroll and payroll taxes          |  |                                                   | –      |  |                                       |  
|Notes, Loans and Lines of Credit                     |  |                                                   | –      |  |                                       |  
|Rounding                                             |  |                                                   | –      |  |                                       |  
|Other accrued expenses                               |  |                                                   | –      |  |                                       |  
|Net cash used in operating activities                |  |                                                   | –      |  |                                       |  
|                                                     |  |                                                   |        |  |                                       |  
|Investing Activities                                 |  |                                                   |        |  |                                       |  
|Issuance of note receivable-related party            |  |                                                   |        |  |                                       |  
|Property, Plant, Equipment and other Assets          |  |                                                   | –      |  |                                       |  
|Net cash used in investing activities                |  |                                                   | –      |  |                                       |  
|                                                     |  |                                                   |        |  |                                       |  
|Financing Activities                                 |  |                                                   |        |  |                                       |  
|Proceeds from exercise of warrants                   |  |                                                   |        |  |                                       |  
|Proceeds from subordinate debt                       |  |                                                   | –      |  |                                       |  
|Proceeds from Other Debt and Loans                   |  |                                                   | –      |  |                                       |  
|Proceeds from exercise of stock options              |  |                                                   | –      |  |                                       |  
|Net cash provided by financing activities            |  |                                                   | –      |  |                                       |  
|                                                     |  |                                                   |        |  |                                       |  
|Net increase/(decrease) in cash and cash equivalents |  |                                                   | –      |  |                                       |  
|Cash and cash equivalents at beginning of period     |  |                                                   | 86,392 |  |                                       |  
|Cash and cash equivalents at end of period           |  | $                                                 | 86,392 |  |                                       | $







The accompanying notes are an integral part
of these financial statements







5






Hypertension Diagnostics, Inc.

Notes to the Consolidated Financial Statements

Quarterly Period ended September 30,
2019







Note 1. Organization and Significant Accounting Policies



Description of Business



We were incorporated under the laws of the
State of Minnesota on July 19, 1988. We were previously engaged in the medical device business. In mid-2011, HDI’s board of directors determined to
pursue a change in strategic direction. In August 2011, we sold our medical device inventory, subleased our office and manufacturing
facility, and entered into a limited license agreement with a company owned by Jay Cohn, a founder and a director of the Company.
In September 2011, we formed HDI Plastics Inc. (“HDIP”), a wholly owned-subsidiary, entered into a new lease agreement,
purchased selected manufacturing assets from Compass Bank and Cycled Plastics and began engaging in the business of plastics reprocessing
in Austin, TX. Demand for reprocessed plastic is growing, and HDIP has the systems and infrastructure for collecting and processing
post-consumer and post-industrial plastic waste into pellets to be resold to domestic manufacturing companies.



Use of Estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Principles of Consolidation



The accompanying consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiary (HDI Plastics, Inc.), after elimination of all intercompany
accounts, transactions, and profits.



Cash Equivalents



The Company considers all highly liquid
investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company maintains
cash in financial institutions. The balances, at times, may exceed federally insured limits.



Accounts Receivable



The Company reviews customers’ credit
history before extending unsecured credit. Accounts receivable are reviewed to determine the need for an allowance for amounts
that may become uncollectible in the future. The necessity of an allowance is based on management’s review of accounts receivable
balances and historic write-offs. Invoice terms can vary from at date of shipment to net 30 days. The Company does not accrue
interest on past due accounts receivable. The Company writes off receivables when they are deemed uncollectible after all collection
attempts have failed. The Company has determined that an allowance for doubtful accounts is not necessary as of September 30,
2019.



Inventory



Inventories are valued at the lower of
cost or market with cost based upon the average cost of raw material purchased which includes an allocation of manufacturing overhead
if further processing has been done. Typically, the Company holds material for less than 45 days. The nature of the Company’s
inventory does not result in obsolescence of either processed or unprocessed material. Inventory on hand at the end of the period
is reviewed to determine the need for a reserve for or write-off and dispose of any material which is not useable. The need for
a reserve is based on management’s review of inventories on hand compared to estimated future usage and sales. As of September
30, 2019, there was no reserve for obsolete inventory.



6






Property and Equipment



Property and equipment are stated at cost.
Improvements are capitalized, while repair and maintenance costs are charged to operations when incurred.  Depreciation is
computed principally using the straight-line method. Estimated useful lives for leasehold improvements are the shorter of
the lease term or estimated useful life and 3 to 5 years for furniture and processing equipment, and computer equipment.



Fair Value of Financial Instruments



The Company’s financial instruments
are recorded on its balance sheet. The carrying amounts for cash, accounts receivable, note receivable, accounts payable, and accrued
expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The lease obligation
and subordinated debt approximates fair value since this debt was recently obtained.



Impairment of Long-Lived Assets



The Company will record impairment losses
on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated
to be generated by those assets are less than the assets’ carrying amount. To date, no such losses have been recognized.



Revenue Recognition



Plastics - Beginning October 2011, HDI
Plastics began selling finished goods to manufacturers in the form of pelletized resin and clean shredded and ground plastics
material. These sales are recorded as revenue at the time the product is shipped and invoiced to the customer. The Company
also engages in “toll” processing of customer-owned material for a service fee. These service fees are recorded
as plastic processing revenue at the time the product is shipped back to the customer.  In addition, the Company
engages in brokerage transactions of plastic material where goods are delivered to a customer without HDIP taking physical
possession of the product at its processing facility, although HDIP assumes ownership of the material. The net profit from
“brokerage” transactions is recorded as revenue at the time it is shipped to the customer and invoiced. Brokered
sales are recorded as revenue net of the cost of the brokered material.



Royalties – After the sale of the
medical device business in August 2011, the Company is receiving a minor amount of royalty income in connection with the license
agreement. This income is being recorded as revenue when a sale is made by CPC to a 3rd party purchaser.



Shipping and Handling Costs



The Company records all amounts billed to
customers in a sales transaction related to shipping and handling as sales. The Company records costs related to shipping and handling
in cost of sales.



Income Taxes



The Company accounts for income taxes by
following an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred tax assets
and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial
statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid
or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively,
for the period plus or minus the change in deferred tax assets and liabilities during the period. In accordance with the guidance,
the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment
of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating
expenses in the consolidated statement of operations.



7






The Company recognizes a financial statement
benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position
following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial
statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with
the relevant tax authority.



Net Income (Loss) Per Share



Basic net income (loss) per share is computed
using the weighted average number of common shares outstanding during each period. Diluted net income (loss) per share includes
the dilutive effect of common shares potentially issuable upon the exercise of stock options, warrants, or the conversion of preferred
stock.



Stock-Based Compensation



The Company regularly grants options to
individuals under various plans. The Company measures and recognizes compensation expense for all stock-based payment awards made
to employees and directors on a straight-line basis over the respective vesting period of the awards. The compensation expense
for the Company's stock-based payments is based on estimated fair values determined at the time of the grant of the portion of
stock-based payment awards that are ultimately expected to vest.



The Company estimates the fair value of
stock-based payment awards on the date of grant using the Black-Scholes option pricing model. This option pricing model involves
a number of assumptions, including the expected term of the stock options, the volatility of the public market price for the Company's
common stock and interest rates.



Comprehensive Income (Loss)



Comprehensive income (loss) includes net
income (loss) and items defined as other comprehensive income (loss). Items defined as other comprehensive income (loss) include
items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities. For the
nine month period ended September 30, 2019, there were no adjustments to net income (loss) to arrive at comprehensive income (loss).



Recent Accounting Pronouncements



There were no new accounting standards
issued or effective during the quarterly period ended September 30, 2019 that had, or are expected to have a material impact on
the Company’s results of operations, financial condition or cash flows.



Note 2.    Going Concern



The accompanying financial statements have
been prepared in conformity with accounting principles generally accepted in the United States of America, assuming the Company
will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course
of business. Our ability to continue as a going concern is dependent on our ability to raise the required additional capital or
debt financing to meet short-term needs to relocate our plastics processing facility to a new site and then restart the facility
which would include hiring production works.



Note 3.     Inventory



Raw materials consist of the plastics that
arrive at the processing facility that are sorted and staged in the warehouse as bales or in bins. The value of raw material is
based on weight and volume and the average cost of purchasing. Finished goods are processed into pellet or regrind form and stored
in gaylords. The inventory value of finished goods is based on weight and the cost to convert using a standard labor and overhead
rate.



4.     Subsequent Events



None.







8






SIGNATURES



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



|                             | Hypertension Diagnostics Inc.                 
|---------------------------- | ----------------------------------------------
|                             |                                               
|Date:  November 13,
    2019 | By: /s/ Liangjian Peng                        
|                             | Liangjian Peng
        Chief Executive Officer











9








The Issuer’s Business, Products and Services



A. Hypertension Diagnostics, Inc. is a consulting company.



B. The Company was incorporated under the laws of the
State of Minnesota on July 19, 1998.



C. The Company’s SIC code is 8748 - Business
Consulting Services.



D. the Company’s principle products are consulting
services.



Issuer’s facilities



Hypertension Diagnostics, Inc. currently operates out of shared
space offered to the Company at no charge by the Chief Executive Officer, and will continue to do so until the Company needs its
own office space.



Officers, Directors, and Control Persons



A. Names of Officers, Directors, and Control Persons.



Liangjian Peng, CEO

2915 Waters Rd #108 Eagan MN 55121

Owns 3,000,000 Preferred Series A super voting shares - (Approx.
95% Control)



B. Legal/Disciplinary History. Please identify whether
any of the foregoing persons have, in the last five years, been the subject of:



| | 1. | A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses): NO
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The entry of an order, judgement, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; NO
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended or vacated: NO
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person’s involvement in any type of business or securities activities. NO
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



C. Beneficial Shareholders.

The following are persons or entities owning 5% of the current
outstanding shares or more as of the date of this information statement.



Liangjian Peng, CEO

2915 Waters Rd #108 Eagan MN 55121

Owns 3,000,000 Preferred Series A super voting shares - (Approx.
95% Control)









10








Legal/Disciplinary History



NONE



Third Party Providers



Please provide the name, address, telephone number, and email
address of each of the following outside providers that advise your company on matters relating to operations, business development
and disclosure:



a. Legal Counsel: None



b. Accountant or Auditor: None



c. Investor Relations Consultant:None



d. Other Advisor: None



Issuer Certification



I, Liangjian Peng certify that:



| | 1. | I have reviewed this Disclosure Statement of Hypertension Diagnostics, Inc.:
| | -- | ----------------------------------------------------------------------------



| | 2. | Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





November 13, 2019

Date





/s/ Liangjian Peng

CEO









11