UNITED STATES
			SECURITIES AND EXCHANGE COMMISSION

				Washington, DC  20549

				      Form 10-K
			      Annual Report Pursuant to
			     Section 13 or 15(d) of the
			 Securities and Exchange Act of 1934

     For the
fiscal year ended						Commission File
November 30, 2003						   #09-9599

				      HIA, INC.
		 ----------------------------------------------------
		(Exact name of registrant as specified in its charter)

	New York						16-1028783
 ------------------------------				  --------------------
(State or other jurisdiction of				 (Federal employer
 Incorporation or Organization)				 identification number)

				 4275 Forest Street
			       Denver, Colorado 80216
			------------------------------------
		       (Address of principal executive office)

				   (303) 394-6040
		   ---------------------------------------------
		  (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:		NONE

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

			Common Stock, Par Value $.01
			       --------------
			      (Title of Class)

The check mark below indicates 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 twelve months (or reports), and (2) has been subject
to such filing requirements for the past ninety days.

		  YES      X    			NO
		       ---------			    ---------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X).

Indicate by check mark whether the Issuer is an accelerated filer (as defined
in Rule 12b-2 of the Act):

		  YES					NO      X
		       ---------			    ---------

The Issuer had net sales of $31,088,000 for the fiscal year ended November 30,
2003.

The aggregate market value of voting stock held by non-affiliates of the Issuer
as of January 01, 2004 was $931,000 based on market value of stock as compiled
by finance.yahoo.com.

The number of shares of the only class of Common Stock of the Issuer
outstanding as of January 01, 2004 was 9,303,310.


<PAGE>

				   PART I

Item 1.	Business
----------------

(a) General Development of Business
-----------------------------------

    HIA, Inc. (the "Company" or "HIA") was incorporated in 1974. The Company is
    a holding company with all of its business conducted through its wholly
    owned subsidiary, CPS Distributors, Inc. ("CPS"). Through CPS, the Company
    distributes turf irrigation equipment and commercial, industrial and
    residential well pumps and equipment on a wholesale basis. The principal
    executive offices of the Company are located at 4275 Forest Street, Denver,
    Colorado 80216, telephone (303) 394-6040.

(b) Narrative Description of Business
-------------------------------------

    General - The Company acquired CPS, over a hundred-year-old company based
    in Denver, Colorado, in February 1984.  CPS serves customers in the Rocky
    Mountain region in five states consisting of Colorado, Wyoming, New Mexico,
    Kansas and Nebraska.  CPS carries a variety of brand name products,
    including pumps and water systems, water conditioning equipment, pump and
    well accessories, pipe valves and fittings and sprinkler system equipment.
    The Company's net sales for industrial, commercial and residential pumps
    and turf irrigation equipment represented approximately 10% and 90%,
    respectively, of net sales for 2003, approximately 10% and 90%,
    respectively, of net sales for 2002 and 14% and 86%, respectively, of net
    sales for 2001.

    On September 15, 2003, the Company sent to all its shareholders a tender
    offer for up to 1,000,000 shares of its common stock for a purchase price
    of $.50 per share. The total amount expected to be disbursed, as a result
    of the tender offer was $540,000 ($500,000 for the common stock and $40,000
    for the legal and transfer agent fees). The offer expired on October 13,
    2003. The total amount was to be financed by Wells Fargo Banking using the
    existing line of credit.

    The purposes of the offer was to (1) offer the shareholders the opportunity
    to sell some or all of their shares on a basis that was more favorable than
    could probably be achieved in the open market (the closing price as of
    August 29th, 2003 was $.18 per share) and (2) extend an offer which
    represented a good investment opportunity for the Company and its existing
    shareholders.

    The Company filed the necessary Schedule TO and related documents with the
    SEC on September 15, 2003. Amendment 1 was filed on October 7, 2003 which
    clarified some non-substantive information required by the Securities and
    Exchange Commission. Amendment 2 was filed on October 10, 2003 which
    extended the expiration date from October 13, 2003 to October 31, 2003.
    Amendment 3 increased the tender offer by 500,000 shares for a total offer
    of 1,500,000 shares ($540,000 to $790,000).

<PAGE>

    The offer expired on October 31, 2003. A total of 1,430,390 shares of common
    stock were tendered for a total purchase price of $735,000 (including
    $20,000 incurred for legal, transfer agent and other related costs).

    On July 3, 2002, the Company purchased 420,000 shares of common stock from
    a non-affiliated stockholder for approximately $.56 per share, a total
    purchase price of $235,000.

    On August 15, 2002 the Company entered into a new loan financing agreement
    with Wells Fargo Bank increasing the maximum line of credit to $5,750,000
    and specifically authorizing up to $1,000,000 for the repurchase of HIA
    common stock.

    Marketing - CPS's line of products has changed in response to the supply
    and demand forces of the marketplace.  The management of CPS believes that
    its two divisions (i.e., turf and irrigation equipment and industrial,
    commercial and residential pumps and equipment) reduce the cyclicality of
    sales and earnings that would otherwise be affected by product line shifts
    caused by economic and demographic changes; however, the Company is subject
    to the ups and downs of the overall construction activity in the Rocky
    Mountain region. The Company purchases approximately 22% of its products
    volume from one manufacturer.  However, the products purchased can be
    obtained from other competing manufacturers but not as a consolidated
    product group.

    CPS's sales and service engineers provide technical support to assist
    customers in developing a system specifically tailored to the customers'
    needs.

    The irrigation and landscape industry in the Rocky Mountain region will be
    facing a critical dilemma in the next few years. The continued drought in
    the region has forced municipal water suppliers and government agencies to
    restrict water usage, especially for domestic landscape and irrigation
    purposes. The desire of homeowners and businesses to maintain lush
    blue-grass lawns and expansive gardens will be in direct conflict with
    conservation measures dictated by these public and private organizations
    until such time as the drought conditions recede or are eliminated.

    It is the position of the Company that (considering drought conditions will
    continue for the next few years) the market for its products will be
    reduced, although not significantly. A 15% to 25% reduction in sales would
    not necessarily place the Company in a substantially negative financial
    condition. The Company has flexibility within its expense structure to
    accommodate such a decline without losing a significant amount of money.
    However, declines in excess of those amounts would necessarily cause the
    Company to reorganize its operations and possibly the strategic direction of
    the Company would need to be changed in order to survive. The Company, at
    this time, does not think that these kinds of drastic measures would need to
    be put into place.


<PAGE>

    General conservation measures could be a positive event for the industry,
    particularly when considering the business generated by homeowners desiring
    to modify their existing irrigation and landscape systems to make them more
    drought tolerant. Consumer education required to make these changes in
    planning using creative landscape techniques is not new to the industry,
    particularly in the dry Southwest region of the country. Colorado, in
    particular, and its governmental representatives (in addition to
    conservation methods) are looking at increasing water supplies through the
    addition of new dams and making existing dams and reservoirs larger and more
    efficient. The Company's employees are diligently working with government
    agencies and  trade organizations to insist that changes in policy are made
    in a positive manner with the clear intent of continuing the vitality and
    prosperity of our industry.

    Customer Base and Seasonality - CPS's customers include contractors,
    dealers and municipalities with the majority of sales derived from
    contractors. The Company believes neither its aggregate sales nor those of
    any of its business units are concentrated in or materially dependent upon
    any single customer or small group of customers.

    Quotation activity is especially intense in the winter and spring months
    (December to April) when contracts are reviewed and eventually awarded for
    spring or summer construction.  Since approximately 90% of CPS's business is
    composed of turf and irrigation products, its sales are concentrated from
    March to October and are therefore seasonal in nature.

    Competition - The Company operates in a highly competitive market.
    Manufacturers have abandoned the exclusive relationships with their
    distributors. As a result, the Company is competing with other wholesalers
    of the same products.

    Most manufacturers have also abandoned prices based on volume buying and
    have gone to a pricing system based on a percentage of purchases over the
    previous years' business. This change allows smaller wholesalers to buy at
    the same price levels as the larger wholesalers. Therefore, a mid-to-large
    sized wholesalers, such as CPS, no longer has a price advantage to cover
    the higher operating costs of a larger operation.

    CPS offers standard discounts on merchandise to its customers. Additional
    discounts are given based on quantity of order or annual volume of
    purchases, depending on product and competitive conditions. The Company has
    monthly specials on certain of its inventory and provides discounts for
    orders placed at trade shows.  The majority of the programs offered are
    based on discounts received from the Company's suppliers. Therefore, there
    is no material effect on operating results from providing these discounts.

    Each territory salesperson receives a draw against commission.  Commission
    is determined as a percentage of the gross profit generated from sales to
    the accounts in the sales representative's territory.  Sales quotas are
    established for each area.

    CPS emphasizes customer service, convenient availability of products and
    knowledge of the industry.  However, pricing, currently an important factor,
    is expected to continue in importance because the competition can provide
    the same products and warranties.

<PAGE>

    CPS has seven major competitors in its market area for turf and irrigation
    equipment and six major competitors in its market area for industrial,
    commercial and residential pumps and equipment.  It is estimated by
    management that CPS has over 15% of the total market in Colorado for
    residential pumps and over 38% of the total market in Colorado for turf and
    irrigation equipment. Some of CPS's competitors have financial resources
    greater than CPS.

    Management believes CPS has an established reputation as a distributor of
    quality product lines such as Rainbird, Hunter, Lasco and Jacuzzi.  CPS
    competes primarily on service and, to a lesser extent, on price, quality
    and reliability of products, technical services and availability of
    products.

    Employees - At November 30, 2003, the Company employed 88 persons, of which
    24 were warehouse and branch counter employees and 64 were sales and
    administrative employees. The Company considers its employee relations to be
    good.  None of the Company's employees is covered by union contracts or
    collective bargaining agreements.

    The Company uses computer resources for its order entry, inventory, payroll
    and accounting function.

Item 2.	Properties
------------------

    The Company's leased facilities in Denver, Colorado are comprised of an
    aggregate of 32,265 square feet of offices and warehouse on 166,000 square
    feet of land.  This building serves as the main warehouse of CPS and the
    executive offices of the Company. The lease has a ten-year term, beginning
    March 1995, with monthly rent at $9,500 for the first five years, after
    which the monthly rent is adjusted by the percentage increase in the
    Consumer Price Index. The Company has an option to purchase the related
    property at the end of the initial ten-year term at a price approximating
    the market value at that time, subject to certain conditions. The Company
    also has two five-year options to extend the lease term, one at the
    beginning of the eleventh year and one at the beginning of the 16th year.
    The Company is to pay for all taxes, insurance and maintenance on the
    property.

    The Company sold its property in Casper, Wyoming, which consisted of 6,159
    square feet of office/warehouse space on 33,600 square feet of land in a
    private transaction with an unrelated third party.  The sale took place on
    September 18, 2001.  The property was sold for $58,000 less commissions and
    related costs of $5,131.  The Company executed a contract for deed with the
    buyer which called for payment of $53,000 ($5,000 paid down at closing)
    amortized over 15 years at an interest rate of 8.75% per annum, principal
    and interest payments made monthly.  The Company recorded a capital gain on
    the sale of $1,956.

    The Company leased a new warehouse facility in Casper, Wyoming on February
    18, 2000 with 14,544 square feet of office/warehouse space situated on 2.65
    acres of land.

<PAGE>

    The Company also leases 9,954 square feet of office/warehouse space on
    21,781 square feet of land in Colorado Springs, Colorado; 10,100 square
    feet of office and warehouse space on 14,000 square feet of land in Fort
    Collins, Colorado; 10,000 square feet of office and warehouse space in
    Thornton, Colorado; 10,000 square feet of office and warehouse space in
    Littleton, Colorado; 13,400 square feet of warehouse/office space in
    Englewood, Colorado; 9,120 square feet of office and warehouse space in
    Cheyenne, Wyoming and 6,400 square feet of office and warehouse space in
    Broomfield, Colorado.

    On April 1, 2002, the Company leased a facility in Lakewood, Colorado with
    15,000 square feet of warehouse and office space.  The facility is located
    conveniently next to a major highway and services the west-central territory
    of the metropolitan Denver area, a territory previously not serviced by the
    Company.

    On May 25, 1999, CPS acquired Western Pipe Supply Company (WPS) in Longmont,
    Colorado and contracted with the former owner to lease its existing two
    facilities.  One warehouse facility is located in Boulder, Colorado
    consisting of 8,000 square feet of office and warehouse space situated on
    1.8 acres of land.  The main warehouse facility is located in Longmont,
    Colorado consisting of 14,340 square feet of warehouse and office space
    situated on 3.9 acres of land.  Both facilities utilize the available land
    for outside storage and customer pickup of pipe and accessories. Both leases
    are for a five-year period with an option to renew the lease for another
    five years.

    The Company believes its leased facilities are adequate to meet its needs
    for the next several years and anticipates that it would encounter little
    difficulty in locating alternative facilities should its requirements
    change.


Item 3.	Legal Proceedings
-------------------------

    As part of its ordinary course of business, the Company is involved in
    certain litigious activities from time to time.  No litigation exists at
    November 30, 2003 or to the date of this report that management or its legal
    counsel believe will have a material impact on the financial position or
    operations of the Company.


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

    There were no matters submitted to a shareholder vote during the fiscal year
    ended November 30, 2003.


<PAGE>

				  PART II

Item 5.	Market for the Company's Common Stock and Related Security Holders
--------------------------------------------------------------------------
        Matters
	-------

    The principal market on which HIA's common stock is traded is the over-
    the-counter market.  Although at least one market maker continues to quote
    prices for HIA's common stock, the Company is not aware of any established
    public trading market for HIA's common stock since June 6, 1986.

    The following table sets forth the high and low closing bid quotations for
    the common stock for the fiscal years ended November 30, 2003, 2002, and
    2001.  The quotations reflect inter-dealer prices, without adjustment for
    retail mark-ups, mark-downs or commissions and may not necessarily represent
    actual transactions.

	 Fiscal year ended November 30, 2003		    Bid Quotations
						       High		   Low
						     --------------------------
	 First Quarter					.22		   .21
	 Second Quarter					.22		   .17
	 Third Quarter					.25		   .17
	 Fourth Quarter					.51		   .18

	 Fiscal year ended November 30, 2002		    Bid Quotations
						       High		   Low
						     --------------------------
	 First Quarter					.37		   .19
	 Second Quarter					.35		   .22
	 Third Quarter					.27		   .16
	 Fourth Quarter					.28		   .16

    The approximate number of holders of record of HIA's common stock as of
    November 30, 2003 was 800.

    The Company has never declared any dividends with respect to HIA's common
    stock. The Company has not in the past and is currently restricted from
    paying cash dividends under its existing line-of-credit agreement.

    During fiscal 2003, 2002 and 2001, the Company issued 750,000, 50,000 shares
    and 600,000 shares from treasury to its executive officers for cash proceeds
    of $150,000, $15,000 and $150,000 in conjunction with their exercise of
    options previously granted. All of the foregoing shares were sold in
    reliance upon exemptions afforded by Section 4(2) of the Securities Act and
    Regulation D promulgated under the Securities Act.

<PAGE>
<TABLE>

    Forward Looking Statements
    --------------------------

    Statements made in this Form 10-K that are historical or current facts are
    "forward-looking statements" made pursuant to the safe harbor provisions of
    Section 27A of the Securities Act of 1933 ("The ACT") and Section 21E of the
    Securities Exchange Act of 1934. These statements often can be identified by
    the use of terms such as "may," "will," "expect," "believes," "anticipate,"
    "estimate," "approximate," or "continue," or the negative thereof.  The
    Company intends that such forward-looking statements be subject to the safe
    harbors for such statements.  The Company wishes to caution readers not to
    place undue reliance on any such forward-looking statements, which speak
    only as of the date made.  Any forward-looking statements represent
    management's best judgements as to what may occur in the future.  However,
    forward-looking statements are subject to risks, uncertainties and important
    factors beyond the control of the Company that could cause actual results
    and events to differ materially from historical results of operations to
    revise any forward-looking statements to reflect events or circumstances
    after the date of such statement or to reflect the occurrence of anticipated
    or unanticipated events.


Item 6. Selected Financial Data
-------------------------------

    The following table sets forth selected consolidated financial data for each
    of the Company's last five fiscal years:

		      __________________________Years Ended November 30,_________________________
			 2003		 2002		 2001		 2000		 1999
		      -----------     -----------     -----------     -----------     -----------
<S>		      <C>	      <C>	      <C>	      <C>	      <C>
Net Sales	      $31,088,000     $31,205,000     $31,270,000     $32,141,000     $26,133,000

Net Income	      $   720,000     $   696,000     $   365,000     $   378,000     $   488,000

Net Income
     Per Common
     Share	      $      .07      $      .07      $      .04      $      .04      $      .05

Cash Dividend Per	    -		    -		    -		    -		    -
     Common Share

AT YEAR END

Total Assets	      $ 9,567,000     $ 8,644,000     $ 9,320,000     $10,181,000     $ 9,305,000

Long-Term	      $   646,000     $   860,000     $ 1,282,000     $ 1,772,000     $ 2,106,000
     Obligations

</TABLE>


<PAGE>
<TABLE>

The following table sets forth selected unaudited consolidated financial data
for each of the Company's last eight fiscal quarters:

			___________________________________2003____________________________________
		   	Nov. 30, 2003        Aug. 31, 2003        May 31, 2003        Feb. 28, 2003
			-------------        -------------        ------------        -------------
<S>			<C>		     <C>		  <C>		      <C>
Net Sales		$  7,385,000	     $ 11,943,000	  $  8,237,000	      $  3,523,000

Gross Profit		$  2,516,000	     $  3,958,000	  $  2,719,000	      $  1,178,000

Net Income		$     43,000	     $    811,000	  $    419,000	     ($    553,000)

Income (Loss)		$        .01	     $        .08	  $        .04	      $       (.06)
     Per share


			___________________________________2002____________________________________
		   	Nov. 30, 2002        Aug. 31, 2002        May 31, 2002        Feb. 28, 2002
			-------------        -------------        ------------        -------------

Net Sales		$  5,696,000	     $ 11,186,000	  $ 10,605,000	      $  3,718,000

Gross Profit		$  2,075,000	     $  3,811,000	  $  3,404,000	      $  1,075,000

Net Income	       ($   106,000)	     $    590,000	  $    774,000	     ($    562,000)

Income (Loss)		$      (.01)	     $        .06	  $        .08	      $       (.06)
     Per share

</TABLE>

Item 7.	Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------

Liquidity and Capital Resources
-------------------------------

     For the year ended November 30, 2003, the Company's net income was $720,000
compared to $696,000 for the year ended November 30, 2002 (previous year).  Net
income increased by $24,000 primarily as a result of a decrease in interest
expense of $60,000.  Changes in operating results are further explained in the
Results of Operations section of this report.

During the year ended November 30, 2003, the Company provided net cash from
operations of $460,000 as compared to $1,683,000 for the previous year.  The
decrease of $1,223,000 was primarily attributable to the increase in accounts
receivable of $1,438,000, the increase in accounts payable of $863,000, the
decrease in other current liabilities of  $452,000, the decrease in inventories
of $134,000, the decrease in the allowance for doubtful accounts of $198,000
and the increase in other current assets of $104,000.

<PAGE>

The increase in accounts receivable was primarily attributable to the increase
in sales in the fourth quarter of 2003 as compared to the same quarter of 2002
of $1,689,000.  The decrease in inventories was primarily due to the continued
diligence of the Company's purchasing department and inventory control
constraints implemented with the installation of the new computer system in
February of 2000.  The decrease in current liabilities was primarily
attributable to the increase in bonuses payable to management and officers in
2002 of $249,000 due to the increased operating income for 2002 as compared to
2001 (previous year) and the decrease of $73,000 as a result of having a net
income tax liability in 2002 as compared to a net tax overpayment in 2003. The
increase in other current assets of $104,000 was primarily attributable to the
overpayment of income taxes of $60,000 at the end of 2003 and the addition of
$65,000 of notes receivable in 2003 due to the conversion of three significant
trade receivables to promissory notes.  The decrease in the allowance for
doubtful accounts of $198,000 was primarily due to the write-down of the reserve
in 2003 as a result of an improved economy and the substantial redirection of
concern regarding continued drought conditions in the Rocky Mountain region. The
increase in accounts payable of $863,000 was primarily due to the increased
sales in the fourth quarter of 2003 as compared to the same quarter in 2002.

Net cash used in investing activities was $30,000 during 2003 compared to
$77,000 during 2002, a net decrease of $47,000, primarily as a result of reduced
purchases of property and equipment of $55,000 in 2003. During 2003, the Company
removed $446,000 of computer equipment which was 100% depreciated from the fixed
asset totals due to the equipment being replaced by new computer systems
installed during 2000.  The equipment was leased and the lease was completely
paid at the time of disposal.

Net cash used in financing activities was $436,000 during 2003 compared to
$1,600,000 during 2002, a net decrease of $1,164,000. The decrease was primarily
attributable to the increase in line-of-credit balances of $1,085,000, the
increase in checks written against future deposits of $377,000 and the net
increase in the purchase of treasury stock of $360,000.

The increase in the line-of-credit balances of $1,085,000 and the increase in
checks written in excess of deposit of $377,000 were primarily attributable to
the purchase of $735,000 of treasury stock in November 2003, the increase of
$1,462,000 accounts receivable partially offset by the increase in accounts
payable and accrued liabilities of $411,000.

On September 15, 2003, the Company sent a tender offer to all its shareholders
which offered to re-purchase up to 1 million shares of HIA, Inc. common stock,
for $.50 per share.  The expiration date of the offer was October 31, 2003. On
October 16, 2003 the Company sent a letter to all its shareholders amending the
original offer to re-purchase 1 million shares of its common stock to 1.5
million shares of its common stock (an increase of 500,000 shares) at the same
purchase price and the same expiration date.  The Company paid a total of
$735,000 (including $20,000 of legal and transfer fees) for 1,430,390 shares of
common stock at an average price of $.51 per share.

During fiscal 2003, the Company purchased from non-affiliates a total of 1,825
shares of its common stock at an average price of $.33 per share.  In addition,
the Company issued to key management (not officers or directors) under existing
stock option agreements, a total of 124,000 shares at an exercise price of $.30
per share. The Company acquired from non-affiliated stockholders 420,000 shares
of its common stock at an average price of $.56 per share during fiscal 2002,
834,006 shares of its common stock at an average price of $.32 per share during
fiscal 2001.

<PAGE>

As of December 31, 2001, 105,000 shares of common stock options were subscribed
to by senior managers and executives of the Company, for a total purchase price
of $31,500. Three senior executive managers were given, as a bonus for 2001, an
additional 16,667 shares each (valued at $.30 per share), a total of $15,000.
As of December 31, 2000, 600,000 shares of common stock options were subscribed
to by Directors of the Company for a total purchase price of $150,000.

For the year ended November 30, 2002, the Company's net income was $696,000
compared to $365,000 for the year ended November 30, 2001 (previous year).  Net
income increased  by $331,000 primarily as a result of an increase in gross
profit of $693,000 and a decrease in interest expense of $162,000 partially
offset by an increase in sales, general and administrative expenses of $394,000
and an increase in income taxes of $117,000. These changes are further explained
in the Results of Operations section of this report.

During the year ended November 31, 2002, the Company provided net cash from
operations of $1,683,000 as compared to $1,076,000 for the previous year.  The
increase of $607,000 was primarily attributable to the increase in net income
of $331,000, the increase in accounts receivable of $692,000, the decrease in
inventories of $659,000 and the increase in other current liabilities of
$250,000.

The increase in accounts receivable was primarily attributable to the increase
in average days outstanding in payment terms due to the sluggish economy and the
drought conditions in the Rocky Mountain region which severely curtailed the
cash flow from operations from some of the Company's customer base going into
the late fall and winter months.  The decrease in inventories was primarily due
to the continued diligence of the Company's purchasing department and inventory
control constraints implemented with the installation of the new computer system
in February of 2000.  Decreased sales of $787,000 in the fourth quarter of 2002
as compared to the same period in the previous year, reducing the requirement
for stocking  of inventories, further attributed to the net reductions in
inventory levels. The increase in current liabilities was primarily attributable
to the increase in bonuses paid to management and officers of $249,000 due to
the increased operating income for 2002.

Net cash used in investing activities decreased by $77,000 during 2002 as
compared to a decrease of $7,000 during 2001, a net decrease of $70,000,
primarily as a result of additional purchases of property and equipment of
$43,000 in 2002.

Net cash used in financing activities increased by $1,600,000 during 2002 as
compared to an increase of $1,068,000 during 2001, a net increase of $532,000.
The increase was primarily attributable to the decrease in line-of-credit
balances of $240,000, the increase in checks written against future deposits
of $204,000 and the decrease in the proceeds from sale of treasury stock of
$103,000.


<PAGE>

The decrease in the line-of-credit balances were primarily attributable to
the increase in net income of $331,000 during 2002 as compared to the previous
year.

The following is a two-year summary of working capital and current ratios:

				2003			   2002
				----			   ----

Working Capital	            $4,180,000              	$4,087,000

Current Ratios		     2.11 to 1                   2.45 to 1

The decrease in the current ratio in 2003 was primarily due to the similar
amounts of increases in current liabilities (accounts payable and check
written against future deposits) and current assets (accounts receivable) of
approximately $900,000 each which in effect changed the resulting ratio in 2003.

As of November 30, 2003, the Company and its subsidiary had an available
line-of-credit totaling $5,750,000 of which $4,462,000 was available and unused.
The line of credit expires on June 30, 2004 however, management believes that
they will have the opportunity to renew upon expiration.

Management believes that the present working capital as well as its available
line-of-credit is adequate to conduct its present operations.  The Company
does not have any additional purchase commitments nor does it anticipate any
additional material capital expenditure for fiscal 2004.

Results of Operations
---------------------

Comparison Fiscal 2003 vs. 2002
-------------------------------

Net sales were down $117,000.

Gross profit percentage remained the same 33.3% in 2003 and 33.2% in 2002.

Selling, general and administrative expenses decreased by $10,000.

Other expense decreased by $38,000 primarily as a result of reduced interest
expense of $60,000.  This decrease was primarily due to the decrease in the
average bank borrowings ($1,964,000) during 2003, $2,210,000 during 2002).
Weighted average interest rates on bank borrowings were 4.4% during 2003 and
4.8% during 2002.  Additionally, there was a decrease of $39,000 of interest
paid on long term notes and leases due to the principal reductions on the
notes during 2003.

Net income increased by $24,000 for the year ended November 30, 2003, the
Company's net income was $720,000 as compared to $696,000 for the year ended
November 30, 2002 (previous year).  Net income increased $24,000 primarily as
a result of an decrease in interest expense of $60,000.

<PAGE>

Income Taxes
------------

     At November 30, 2003, the Company has recorded a current net deferred tax
     asset totaling $138,000 and has recorded a noncurrent net deferred tax
     asset totaling $62,000. Based upon the Company's recent history of taxable
     income and its projections for future earnings, management believes that
     is more likely than not that sufficient taxable income will be generated
     in the near term to utilize the net deferred tax assets. See Note 6 to the
     Company's Consolidated Financial Statements.

     The Company's effective tax rate for the year ended November 30, 2003 of
     approximately 37.1% differs from the Company's blended Federal and State
     tax rate of 37% due primarily to the non-deductible nature of the
     amortization of goodwill for tax purposes and other non-deductible items
     which is consistent with prior years.


Comparison Fiscal 2002 vs. 2001
-------------------------------

Net sales were down $65,000. Net sales for the first two quarters of 2002 were
10% greater than the previous year's results, however, the lagging economy and
the continued drought conditions in the Rocky Mountain region suppressed sales
for the remaining two quarters of 2002, thereby creating a virtual match for
the two years being compared.

Gross profit percentage increased from 31% in 2001 to 33% in 2002, an increase
of 2%.  This increase was primarily attributable to a continued effort by the
purchasing and marketing departments of the Company to secure better pricing
from vendors and target profitability on sales of specific lines of inventory.

Selling, general and administrative expenses increased by $394,000 primarily
due to the addition of a new branch located in Lakewood, Colorado during April,
2002. The additional expenses incurred by the new branch were $233,000 for 2002.

Other expense decreased by $149,000 primarily as a result of reduced interest
expense of $162,000.  This decrease was primarily due to the decrease in the
average bank borrowings ($2,210,000) during 2002, $3,095,000 during 2001).
Weighted average interest rates on bank borrowings were 4.8% during 2002 and
7.4% during 2001. Additionally, there was a decrease of $39,000 of interest
paid on long term notes and leases due to the principal reductions on the notes
during 2002.

Net income increased by $331,000 for the year ended November 30, 2002, the
Company's net income was $696,000 compared to $365,000 for the year ended
November 30, 2001 (previous year).  Net income increased by $331,000 primarily
as a result of an increase in gross profit of $693,000 and a decrease in
interest expense of $162,000 partially offset by an increase in sales, general
and administrative expenses of $394,000 and an increase in income taxes of
$117,000.


<PAGE>

Income Taxes
------------

     At November 30, 2002, the Company has recorded a current net deferred tax
     asset totaling $170,000 and has recorded a noncurrent net deferred tax
     asset totaling $53,000. Based upon the Company's recent history of taxable
     income and its projections for future earnings, management believes that
     is more likely than not that sufficient taxable income will be generated
     in the near term to utilize the net deferred tax assets.  See Note 6 to
     the Company's Consolidated Financial Statements.

     The Company's effective tax rate for the year ended November 30, 2002 of
     approximately 38% differs from the Company's blended Federal and State tax
     rate of 37% due primarily to the non-deductible nature of the amortization
     of goodwill for tax purposes and other non-deductible items which is
     consistent with prior years.


CRITICAL ACCOUNTING POLICIES
----------------------------

Our significant accounting policies are outlined within Item 8 as Note 2 to the
consolidated financial statements. Some of those accounting policies require us
to make estimates and assumptions that affect the amounts reported by us. The
following items require the most significant judgment and often involve complex
estimation:

Allowance for doubtful accounts: We continuously monitor payments from our
customers and maintain allowances for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. When
we evaluate the adequacy of our allowances for doubtful accounts, we take into
account various factors including our accounts receivable aging, customer
credit-worthiness, historical bad debts, and geographic risk. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.  As of
November 30, 2003, our net accounts receivable balance was $3,612,000.

Inventory: Inventory is stated at the lower of cost or net realizable value.
Cost is based on a first-in, first-out basis. We review net realizable value
of inventory in detail on an on-going basis, with consideration given to
deterioration, obsolescence, and other factors. If actual market conditions are
less favorable than those projected by management, and our estimates prove to be
inaccurate, additional write-downs or adjustments to recognize additional cost
of sales may be required.  As of November 30, 2003, our inventory balance was
$4,079,000.

Goodwill and intangible assets: We review the value of our long-lived assets,
including goodwill, for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the assets may not be fully
recoverable or that the useful lives of these assets are no longer appropriate.
As of November 30, 2003, we had $1,234,000 of goodwill and intangible assets
remaining on the balance sheet, the value of which we believe is realizable
based on the estimated future cash flows.


<PAGE>

Recent Accounting Pronouncements
--------------------------------

     SFAS No. 150, "Accounting for Certain Financial Instruments with
     Characteristics of Both Liabilities and Equity," was issued in May 2003
     and requires issuers to classify as liabilities (or assets in some
     circumstances) three classes of freestanding financial instruments that
     embody obligations for the issuer. SFAS No. 150 is effective for financial
     instruments entered into or modified after May 31, 2003 and is otherwise
     effective at the beginning of the first interim period beginning after
     June 15, 2003. We believe the adoption of SFAS No. 150 will have no
     immediate impact on our financial position or results of operations. The
     FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and
     Disclosure Requirements for Guarantees, Including Indirect Guarantees of
     Indebtedness of Others, in November 2002 and FIN No. 46, Consolidation of
     variable Interest Entities, in January 2003. FIN No. 45 is applicable on a
     prospective basis for initial recognition and measurement provisions to
     guarantees issued after December 2002; however, disclosure requirements are
     effective immediately. FIN No. 45 requires a guarantor to recognize, at the
     inception of a guarantee, a liability for the fair value of the obligations
     undertaken in issuing the guarantee and expands the required disclosures to
     be made by the guarantor about its obligation under certain guarantees that
     it has issued. The adoption of FIN No. 45 did not have a material impact on
     our financial position or results of operations. FIN No. 46 requires that a
     company that controls another entity through interest other than voting
     interest should consolidate such controlled entity in all cases for interim
     periods beginning after June 15, 2003. We do not believe the adoption of
     FIN No. 46 will have a material impact on our financial position or results
     of operations.


Item 7a. Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------

     The Company does not have material market risk on market risk sensitive
instruments.  It has no exposure to fluctuations in currency exchange rates or
commodity prices.  Its only interest rate risk arises from its bank
line-of-credit.

     The Company's long-term debt consists of fixed rate loans and capital
leases that are unaffected by interest rate fluctuations and have fair values
approximately equal to their carrying values.  It's operating line-of-credit
bears interest at lender prime (4.00% at November 30, 2003). For the year ended
November 30, 2003, the Company's total interest expense was $172,000.  Assuming
outstanding borrowings under the Company's revolving line-of-credit at the same
levels that prevailed during fiscal 2003, a 10% decrease or increase in the
prime rate prevailing at year-end 2002 (i.e., from 4.00% to 4.5% or 3.5%) would
result in a decrease or increase of $10,000 in the Company's interest expense
in fiscal 2004.


<PAGE>

Item 8.	Financial Statements
----------------------------

     The response to this item is submitted as a separate section of this
report.

Item 9a. Controls and Procedures
--------------------------------

     As of the end of the period covered by this report, the Company evaluated
the effectiveness of the design and operation of its disclosure controls and
procedures and its internal controls and procedures for financial reporting.
This evaluation was done under the supervision and with the participation of
management, including the President and Chief Financial Officer. In accord with
SEC requirements, the President and Chief Financial Officer notes that, since
the date of the evaluation to the date of this Annual Report, there have been
no significant changes in internal controls or in other factors that could
significantly affect internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.  Based upon the
Company's evaluation, the President and Chief Financial Officer has concluded
that the Company's disclosure controls are effective to ensure that material
information relating to the Company is made known to management, including the
President and Chief Financial Officer, particularly during the period when the
Company's periodic reports are being prepared, and that the Company's internal
controls are effective to provide reasonable assurance that the Company's
financial statements are fairly presented in conformity with generally accepted
accounting principles.


<PAGE>

				   PART III

Item 10.  Directors and Executive Officers of the Company
---------------------------------------------------------

     (a) Identification of Directors

	 The list presented below sets forth the names and ages of all directors
	 of the Company indicating all positions and offices with the Company
	 held by each such person and his term of office as director and the
	 period during which he has served as such.

	 Name			Age	Positions		  Director Since
	 ----			---	---------		  --------------

	 Carl J. Bentley	70	Chairman of the Board		1994
					and Director

	 Alan C. Bergold	55	President, Treasurer		1981
					and Director

	 Donald L. Champlin	52	Executive Vice President,	1994
					Secretary and Director

     (b) Identification of Executive Officers

	 The list presented below sets forth the names and ages of all executive
	 officers of the Company indicating all positions and offices held by
	 such person and the period during which he has served as such.

								     Year First
	 Name			Age	Positions		     Elected (1)
	 ----			---	---------		     -----------

	 Carl J. Bentley	70	Chairman of the Board		1996
					and Director			1994

	 Alan C. Bergold	55	President, Treasurer		1996
					and Director			1981

	 Donald L. Champlin	52	Executive Vice President,	1996
					Secretary
					and Director			1994

(1) All officers serve at the discretion of the Board of Directors.


<PAGE>

(c) Business Experience
-----------------------

    The material presented below sets forth a brief account of the business
    experience during at least the past five years of each director, executive
    officer and significant employee.

    Carl J. Bentley, age 70, was appointed Chairman of the Board in October
    1996.  He joined the Company as General Manager of CPS in July 1985.  In
    November 1986, he became President and a member of the Board of Directors
    of CPS.  He was appointed to the Company's Board of Directors in 1994.

    Alan C. Bergold, age 55, was appointed President in October 1996 and
    Executive Vice President of the Company in July 1983.  He served as Vice
    President and Secretary of the Company from 1981 to 1983.  Mr. Bergold has
    been a director of the Company since 1981.

    Donald L. Champlin, age 52, was appointed Executive Vice President in
    October 1996.  He joined the Company as Pump Product Manager in October
    1983.  In February 1989, he became Vice President of Marketing and a member
    of the Board of Directors of CPS.  He was appointed to the Company's Board
    of Directors in 1994.


(d) Involvement in Certain Legal Proceedings
--------------------------------------------

    None.

(e) Promoters and Control Persons
---------------------------------

    Not applicable.

(f) Section 16(a) Beneficial Ownership Reporting Compliance
-----------------------------------------------------------

    Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to the Company during fiscal 2003 and Forms 5 and amendments thereto furnished
to the Company with respect to fiscal 2003, if any, and written representations
furnished to the Company as to the absence of any requirement for the filing of
Forms 5, the Company believes that its officers, directors and 10% beneficial
owners have filed on a timely basis all required Forms 3, 4 and 5 under Section
16(a) of the Exchange Act due in or in respect of the 2003 fiscal year.

(g) Code of Ethics
------------------

    The Company endeavors to adhere to the requirements as dictated by the SEC
and provide assurances to outside investors and interested parties that the
Company's officers, directors and principal financial manager adhere to a
reasonably responsible code of ethics.  The Company keeps a copy of the code on
file at its office located at 4275 Forest Street, Denver, Colorado  80216. For
a copy of the code, without charge, send a written request to HIA, Inc.,
Attention: Shareholder Relations at the aforementioned address.


<PAGE>
<TABLE>

(h) Audit Committee Financial Expert
------------------------------------

    The Company has no independent directors. The full Board of Directors serves
on the audit committee and performs the functions so required.  There is no
independent financial expert hired or retained by the Company to serve on the
audit committee or to advise the committee. However, the Company considers Alan
C. Bergold (President) to be sufficiently capable in matters of finance and
accounting to serve as a financial expert for the audit committee in lieu of
hiring an independent financial expert.

Item 11. Executive Compensation
-------------------------------

     Summary Compensation Table
     --------------------------

     The following table reflects cash and non-cash compensation paid or accrued
     by the Company during the fiscal years ended November 30, 2003, 2002 and
     2001 to or for the account of the chief executive officer and each
     executive officer whose cash compensation exceeded $100,000, and all
     executives of the Company as a group:

				       Annual Compensation				Long-term Compensation
				---------------------------------	  --------------------------------------------------

     Name and	       Year			         Other		  Restricted	Securities
     Principal	      Ended			        Annual		     Stock	Underlying	LTIP	 All Other
     Position	     Nov. 30	Salary	   Bonus     Compensation	     Award	Options/SARs   Payouts  Compensation
     ---------	     -------    ------	   -----     ------------	  ----------    ------------   -------  ------------
<S>		     <C>	<C>	   <C>	     <C>		  <C>		<C>		<C>	<C>
Carl J. Bentley	      2003	$218,500   $161,983  $    12,000	  $	-	     -		$  -	$    6,798
     Chairman of      2002	 201,650    156,357	  12,000		-	     -		   -	     5,060
     the Board	      2001	 185,000     96,723	  12,000		-	  250,000	   -	     6,720

Alan C. Bergold	      2003	$216,000   $161,983  $    12,000		-	     -		$  -	$   13,968
     President	      2002	 199,150    156,347	  12,000		-	     -		   -	    16,218
		      2001	 182,500     96,723	  12,000		-	  250,000	   -	    16,876

Donald L. Champlin    2003	$216,000   $161,983  $    12,000		-	     -		$  -	$   14,959
     Executive	      2002 	 199,150    156,347	  12,000		-	     -		   -	    17,727
     Vice-President   2001	 182,500     96,723	  12,000		-	  250,000	   -	    18,708
</TABLE>

     The preceding table does not include any amounts for non-cash compensation,
     including personal benefits, paid to the above-listed officers.  The
     Company believes that the value of such non-cash benefits and compensation
     paid during the periods presented did not exceed the lessor of $50,000 or
     10% of the cash compensation reported.

     The Company compensated the directors for payments they made on life
     insurance policies on the life of each of the director's lives in order to
     substantially complete the purchase of the other director's common stock
     ownership in case of death of a director. The details of the stock purchase
     agreement are included in the employment agreement of the officers with the
     Company.  The agreement basically calls for the first right of refusal by
     the Company to purchase the deceased directors stock for a price per share
     in relation to net book value.

<PAGE>

The Company has employment agreements as follows:

Carl J. Bentley (1): $218,500 annual salary per year, adjusted for cost of
living plus seven percent per annum base increase; plus eight and one-half
percent bonus of net pretax income exclusive of contributions to the 401(k)
and profit sharing plan; term of five years beginning May 31, 2001.

Alan C. Bergold (1): $216,000 annual salary per year, adjusted for cost of
living plus seven percent per annum base increase; plus eight and one-half
percent bonus of net pretax income exclusive of contributions to the 401(k)
and profit sharing plan; term of five years beginning May 31, 2001.

Donald L. Champlin (1): $216,000 annual salary per year, adjusted for cost of
living plus seven percent per annum base increase; plus eight and one-half
percent bonus of net pretax income exclusive of contributions to the 401(k)
and profit sharing plan; term of five years beginning May 31, 2001.

(1) There is a provision for payment of one year's compensation as a result of
    the sale of all or substantially all of the Company's assets.

(b) Option/SAR Grants in Last Fiscal Year
-----------------------------------------

		                % of Total
			       Options/SARs
	      Number of     ____Granted to______
	      Securities                Exercise   Market		 Grant
	      Underlying    Employees    or Base    Price		  Date
	     Options/SARs   in Fiscal    Price/    on Date  Expiration	 Present
	     ------------   ---------    -------   ------    --------    -------

				NONE


<PAGE>

(c) Aggregated Option/SAR Exercises and Last Fiscal Year and Year-End
---------------------------------------------------------------------
    Option/SAR Values
    -----------------

					      Number of		 Value of
					      Securities	Unexercised
					      Underlying	In-the-Money
					     Unexercised	 Options/
 		    Shares		     Options/SARs	  SARs at
		   Acquired	 Value		at FY-end	   FY-end
       Name       on Exercise   Realized   (all exercisable)  (all exercisable)
     --------     -----------   --------    ---------------    ---------------

				NONE


     Refer to Note 8 to the Consolidated Financial Statements for description
     of Stock Option Plan.


Item 12. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

(a)  Security Ownership of Certain Beneficial Owners
----------------------------------------------------

     The following table shows the beneficial ownership of Common Stock by each
     person known by the Company to own beneficially more than 5 percent of the
     outstanding shares of its Common Stock.  The Company has no other class of
     voting securities.

				Common Stock

	Name and Address of		Amount and Nature of		Percent
	Beneficial Owner   		Beneficial Ownership 		of Class
	----------------		--------------------		--------

	Carl J. Bentley			    2,366,153 (1)		 24.9%
	4275 Forest Street
	Denver, CO  80216

	Alan C. Bergold			    2,852,646 (1)		 30.0%
	4275 Forest Street
	Denver, CO  80216

	Donald L. Champlin		    2,439,797 (1)		 25.7%
	4275 Forest Street
	Denver, CO  80216

      (1)  Includes 200,000 shares, which may be acquired pursuant to the
           exercise of stock options exercisable on or before December 31, 2005.

<PAGE>

(b)  Security Ownership of Management
-------------------------------------

     The following table shows the equity securities beneficially owned by all
     directors of the Company and all directors and officers of the Company as
     a group.

(1) Directors
-------------
					Common Stock
					------------

	Name and Address of		Amount and Nature of		Percent
	Beneficial Owner   		Beneficial Ownership 		of Class
	----------------		--------------------		--------

	Carl J. Bentley			    2,366,153 (1)		  24.9%
	4275 Forest Street
	Denver, CO  80216

	Alan C. Bergold			    2,852,646 (1)		  30.0%
	4275 Forest Street
	Denver, CO  80216

	Donald L. Champlin		    2,439,797 (1)		  25.7%
	4275 Forest Street
	Denver, CO  80216

       (1) Includes 200,000 shares, which may be acquired pursuant to the
           exercise of stock options exercisable on or before December 31, 2005.


(2) Directors and Officers as a Group
-------------------------------------

					Amount and Nature of		Percent
	Title of Class  		Beneficial Ownership 		of Class
	--------------			--------------------		--------

	Common Stock			    7,658,596 (1)		  77.3%
	(par value $.01)

       (1) Includes 600,000 shares, which may be acquired pursuant to the
           exercise of stock options exercisable on or before December 31, 2005.

(c) Changes in Control
----------------------

    None.

<PAGE>

Item 13. Certain Relationships and Related Transactions
-------------------------------------------------------

(a) Transactions With Management and Others
-------------------------------------------

On January 1, 2001, the Board of Directors granted an option to each of the
officers of the Company to purchase 750,000 shares of treasury stock at $.20
per share by December 31, 2003.   The options' exercise price was greater than
the common stock's market price at the date of grant.

On July 18, 2001, the Board of Directors granted common stock options to ten
middle and senior managers of the Company.  The options totaled 460,000 shares
of which 165,000 shares of options expired on December 31, 2001 if not
subscribed by that date.  The option price was $.30 per share. The remainder
of the options were to be exercised no later than December 31, 2002.  As of
December 31, 2001, 105,000 shares were subscribed to by the managers which
meant that the remaining 60,000 options expired as of that date.  Three senior
managers were given, as a bonus for 2001, an additional 16,667 shares (valued
at $0.30 per share) which were granted on December 20, 2001 when the market
price was $.21 per share.

On July 3, 2002, the Company purchased 420,000 shares of common stock from a
non-affiliated stockholder for approximately $.56 per share, a total purchase
price of $235,000.

As of December 31, 2002, senior managers subscribed to 124,000 shares of options
at a price of $.30 per share.  The remaining options outstanding, a total of
171,000 shares, expired on that date.

On September 15, 2003, the Company sent a tender offer to all its shareholders
which offered to re-purchase up to 1 million shares of HIA, Inc. common stock,
for $.50 per share.  The expiration date of the offer was October 31, 2003. On
October 16, 2003 the Company sent a letter to all its shareholders amending the
original offer to re-purchase 1 million shares of its common stock to 1.5
million shares of its common stock (an increase of 500,000 shares) at the same
purchase price and the same expiration date.  The Company paid a total of
$735,000 (including $20,000 of legal and transfer fees) for 1,430,390 shares of
common stock at an average price of $.51 per share.

During fiscal 2003, the Company purchased from non-affiliates a total of 1,825
shares of its common stock at an average price of $.33 per share. In addition,
the Company issued to key management (not officers or directors) under existing
stock option agreements, a total of 124,000 shares at an exercise price of $.30
per share. The Company acquired from non-affiliated stockholders 420,000 shares
of its common stock at an average price of $.56 per share during fiscal 2002,
834,006 shares of its common stock at an average price of $.32 per share during
fiscal 2001.

(b) Certain Business Relationships

    None.

(c) Indebtedness of Management
    None.

(d) Transactions with Promoters
    Not applicable.

<PAGE>

				   PART IV

Item 15. Exhibits and Reports on Form 8-K
-----------------------------------------

Exhibits
--------

(a)  The documents listed below have been filed as exhibits to this report. As
     used in this exhibit list, "Form 10" means the Company's Registration
     Statement on Form 10 filed with the Securities and Exchange Commission in
     March 1981.

     3.1     Articles of Incorporation (incorporated by reference to
	     Exhibits 3.1 and 3.2 to Form 10).

     3.2     By-laws (incorporated by reference to Exhibit 3.3 to the Form 10).

     21	     Subsidiary of the Company.

(b)  During the last quarter of the period covered by this report the Company
     filed a Current Report on Form 8-K dated November 15, 2001 reporting a
     change of accountants pursuant to Item 4 of that form.




<PAGE>

				  SIGNATURES

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

						HIA, INC.



						By:__________/s/___________
						Alan C. Bergold,
						President,
						Treasurer and Director

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

Signature					Title		    Date
---------					-----		    ----


______________/s/_______________	Chairman of the Board	Feb. 20, 2004
Carl J. Bentley				and Director


______________/s/_______________	President,		Feb. 20, 2004
Alan C. Bergold				Treasurer and Director


______________/s/_______________	Executive Vice		Feb. 20, 2004
Donald L. Champlin			President, Secretary
					and Director





<PAGE>






				HIA, Inc. and Subsidiaries

			    Consolidated Financial Statements
				   For the Years Ended
			     November 30, 2003, 2002 and 2001





<PAGE>

		  INDEX TO CONSOLIDATED FINANCIAL STATEMENT


									   PAGE
									   ----

Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Balance Sheets - November 30, 2003 and 2002. . . . . . . . . . F-3

Consolidated Statements of Income - For the Years Ended
	November 30, 2003, 2002 and 2001. . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Stockholders' Equity - For the
	Years Ended November 30, 2003, 2002, and 2001 . . . . . . . . . . . F-6

Consolidated Statements of Cash Flows - For the Years
	Ended November 30, 2003, 2002, and 2001	. . . . . . . . . . . . . . F-7

Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . F-8






<PAGE>

			INDEPENDENT AUDITOR'S REPORT



Board of Directors
HIA, Inc. and Subsidiaires
Denver, Colorado


We have audited the accompanying consolidated balance sheets of HIA, Inc. and
Subsidiaries (the "Company") as of December 31, 2003 and 2002, and the related
consolidated statements of income, stockholders' equity, and cash flows for
each of the three years in the period ending December 31, 2003.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of HIA,
Inc. and Subsidiaries as of December 31, 2003 and 2002 and the results of their
operations and their cash flows for each of the three years in the period
ending December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.



HEIN & ASSOCIATES LLP
Denver, Colorado

January 16, 2004

				     F-2

<PAGE>

				HIA, INC. AND SUBSIDIARIES

				CONSOLIDATED BALANCE SHEETS



							     NOVEMBER 30,
						     --------------------------
							2003		2002
						     -----------    -----------

					ASSETS
					------

CURRENT ASSETS:
	Cash					     $     1,000    $	  7,000
	Accounts receivable, net of allowance
	 of $107,000 and $146,000, respectively	       3,612,000      2,702,000
	Inventories				       4,079,000      4,011,000
	Other current assets				 270,000	184,000
		Total current assets		       7,962,000      6,904,000

PROPERTY AND EQUIPMENT:
	Equipment				       1,405,000      1,387,000
	Leasehold improvements				 349,000	337,000
						     -----------    -----------
						     $ 1,754,000    $ 1,724,000
Less accumulated depreciation and amortization	      (1,594,000)    (1,437,000)
						     -----------    -----------
	Net property and equipment			 160,000	287,000

OTHER ASSETS:
	Goodwill, net of accumulated
	 amortization of $383,000		       1,151,000      1,151,000
	Non-compete agreement, net of
	 accumulated amortization of $67,500
	 and $37,000					  83,000	 98,000
	Other						 211,000	204,000
						     -----------    -----------
		Total other assets		     $ 1,445,000    $ 1,453,000
						     -----------    -----------
TOTAL ASSETS					     $ 9,567,000    $ 8,644,000



	 See accompanying notes to consolidated financial statements.
				     F-3
<PAGE>

				HIA, INC. AND SUBSIDIARIES

				CONSOLIDATED BALANCE SHEETS
					(Continued)



							     NOVEMBER 30,
						     --------------------------
							2003		2002
						     ---------	      ---------

			LIABILITIES AND STOCKHOLDERS' EQUITY
			------------------------------------

CURRENT LIABILITIES:
	Line-of-credit				     $ 1,288,000    $ 1,009,000
	Current maturities of long-term debt		 215,000	306,000
	Current maturities of capital
	 lease obligations				   -		118,000
	Accounts payable				 974,000	294,000
	Checks written against future deposits		 342,000	 86,000
	Accrued payroll and bonuses			 684,000	633,000
	Income taxes payable				   -		 73,000
	Other current liabilities			 279,000	298,000
		Total current liabilities	       3,782,000      2,817,000

LONG-TERM LIABILITIES:
	Long-term debt, less current maturities		 646,000	860,000

			Total liabilities	     $ 4,428,000    $ 3,677,000

COMMITMENTS (Notes 5 and 8)

STOCKHOLDERS' EQUITY:
	Common stock, $.01 par value; 20,000,000
	 shares authorized; 13,108,196 and 13,108,196
	 issued and 9,303,310 and 9,861,525
	 outstanding, respectively			 131,000	131,000
	Additional paid-in capital		       3,109,000      3,109,000
	Retained earnings			       3,247,000      2,527,000
	Less treasury stock at cost; 3,804,886
	 and 3,246,671 shares			      (1,348,000)      (800,000)
		Total stockholders' equity	     $ 5,139,000    $ 4,967,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	     $ 9,567,000    $ 8,644,000


	  See accompanying notes to consolidated financial statements.
				     F-4

<PAGE>
<TABLE>
<CAPTION>

					HIA, INC. AND SUBSIDIARIES

				     CONSOLIDATED STATEMENTS OF INCOME


								   FOR THE YEARS ENDED NOVEMBER 30,
							 ------------------------------------------------
							      2003	       2002		 2001
							 -------------      ------------      -----------

<S>							 <C>		   <C>		     <C>
NET SALES						 $ 31,088,000	   $ 31,205,000	     $ 31,270,000

COST OF SALES						   20,717,000	     20,840,000	       21,598,000
							 ------------       ------------      -----------
	Gross profit					   10,371,000	     10,365,000		9,672,000

SELLING, GENERAL AND ADMINISTRATIVE			    9,132,000	      9,142,000		8,748,000
							 ------------       ------------      -----------

OPERATING INCOME					    1,239,000	      1,223,000		  924,000

OTHER INCOME (EXPENSE):
	Interest income					       67,000		 87,000		   84,000
	Interest expense				     (172,000)	       (232,000)	 (394,000)
	Miscellaneous income				       38,000		 40,000		   56,000
							 ------------       ------------      -----------
		Total other expense			      (67,000)	       (105,000)	 (254,000)
							 ------------       ------------      -----------
INCOME BEFORE INCOME TAXES				    1,172,000	      1,118,000		  670,000

INCOME TAXES						      452,000		422,000		  305,000
							 ------------       ------------      -----------
NET INCOME						 $    720,000       $	696,000      $	  365,000


NET INCOME PER COMMON SHARE:
	Basic						 $	 .07	   $	   .07	     $	     .04
	Diluted						 $	 .07	   $	   .07	     $	     .04

BASIC WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING	   10,105,661        10,096,000        10,184,000
							 ------------	   ------------	     ------------

DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING	   10,105,661	     10,158,000	       10,217,000
							 ------------	   ------------	     ------------


			See accompanying notes to consolidated financial statements.
						  F-5


<PAGE>

						HIA, INC. AND SUBSIDIARIES

					CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

				      FOR THE YEARS ENDED NOVEMBER 30, 2003, 2002 AND 2001




				    COMMON STOCK	 ADDITIONAL			 TREASURY STOCK		  TOTAL
			      ------------------------     PAID-IN	 RETAINED    ----------------------   STOCKHOLDERS'
			      SHARES	      AMOUNT	   CAPITAL	 EARNINGS    SHARES	   AMOUNT	  EQUITY
			      ----------   -----------	 -----------   -----------   ---------   ----------   -------------

BALANCE, December 1, 2001     13,107,896   $   131,000   $ 3,109,000   $ 1,466,000   2,747,665  $  (494,000)  $ 4,212,000

     Issuance of common stock	     300	    -		  -		-	    -		 -	       -
     Issuance of shares held
      in treasury		      -		    -		  -		-     (600,000)     150,000	  150,000
     Acquisition of treasury stock    -		    -		  -		-      834,006     (268,000)	 (268,000)
     Net income			      -		    -		  -	   365,000	    -		 -	  365,000
			      ----------   -----------   -----------   -----------   ---------  -----------   -----------

BALANCE, November 30, 2001    13,108,196       131,000     3,109,000     1,831,000   2,981,671     (612,000)    4,459,000

     Issuance of shares held
      in treasury		      -		    -		  -		-     (155,000)	     47,000	   47,000
     Acquisition of treasury stock    -		    -		  -		-      420,000	   (235,000)	 (235,000)
     Net income			      -		    -		  -	   696,000	    -		 -	  696,000
			      ----------   -----------   -----------   -----------   ---------   ----------   -----------

BALANCE, November 30, 2002    13,108,196       131,000     3,109,000     2,527,000   3,246,671     (800,000)    4,967,000
     Issuance of shares held
      in treasury		      -		    -		  -		-     (874,000)	    187,000	  187,000
     Acquisition of treasury stock    -		    -		  -		-    1,432,215	   (735,000)	 (735,000)
     Net income			      -		    -		  -	   720,000	    -		 -	  720,000
			      ----------   -----------   -----------   -----------   ---------   ----------   -----------

BALANCE, November 30, 2003    13,108,196   $   131,000   $ 3,109,000   $ 3,247,000   3,804,886  $(1,348,000)  $	5,139,000



				See accompanying notes to consolidated financial statements.
							     F-6


<PAGE>

						HIA, INC. AND SUBSIDIARIES

					   CONSOLIDATED STATEMENTS OF CASH FLOWS


								   FOR THE YEARS ENDED NOVEMBER 30,
							 -----------------------------------------------------
							      2003		  2002		      2001
							 -------------        ------------	  ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income						 $     720,000	      $	   696,000	  $    365,000
     Adjustments to reconcile net income to net
       cash provided by operating activities:
	Depreciation and amortization			       172,000		   236,000	       374,000
	Gain on sale property					    -		    (3,000)		(2,000)
	Allowance for doubtful accounts			      (119,000)		    79,000		35,000
	Allowance for inventory obsolescence			25,000			-		48,000
	Deferred income taxes				       (23,000)		   (36,000)		18,000
	Changes in operating assets and liabilities,
	 net of business combination:
	     Accounts receivable			      (791,000)		   671,000	       (21,000)
	     Inventories				       (93,000)		  (227,000)	       432,000
	     Other current assets			       (70,000)		    39,000	       (15,000)
	     Accounts payable				       680,000		  (183,000)	      (319,000)
	     Other current liabilities			       (41,000)		   411,000	       161,000
							 -------------	      ------------	  ------------
		Net cash provided by operating activities      460,000		 1,683,000	     1,076,000
							 -------------	      ------------	  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment			       (30,000)		   (85,000)	       (42,000)
     Increase (decrease) in other assets			    - 	 	     8,000		35,000
							 -------------	      ------------	  ------------
     Net cash used in investing activities		       (30,000)		   (77,000)		(7,000)
							 -------------	      ------------	  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from line-of-credit			    10,454,000		 8,859,000	    10,087,000
     Repayments on line-of-credit			   (10,175,000)		(9,665,000)	   (10,653,000)
     Repayments on long-term debt			      (305,000)		  (297,000)	      (291,000)
     Repayments on capital lease obligations		      (118,000)		  (188,000)	      (176,000)
     Acquisitions of treasury stock			      (735,000)		  (235,000)	      (268,000)
     Proceeds from sale of treasury stock		       187,000		    47,000	       150,000
     Increase (decrease) in checks written
      against future deposits				       256,000		  (121,000)		83,000
							 -------------	      ------------	  ------------
	Net cash used in financing activities		      (436,000)		(1,600,000)	    (1,068,000)
							 -------------	      ------------	  ------------
INCREASE (DECREASE) IN CASH					(6,000)		     6,000		 1,000

CASH, beginning of year						 7,000		     1,000		    -
							 -------------	      ------------	  ------------
CASH, end of year					 $	 1,000	      $	     7,000	  $	 1,000

				See accompanying notes to consolidated financial statements.
							    F-7
</TABLE>

<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
   ------------------------------------------------

   Principles of Consolidation - The consolidated financial statements include
   the accounts of HIA, Inc. (the "Company" or "HIA"), its wholly-owned
   subsidiary CPS Distributors, Inc. ("CPS"), and CPS's wholly-owned subsidiary,
   Western Pipe Supply ("WPS") and Water Systems, Inc.  All significant
   intercompany accounts and transactions have been eliminated in consolidation.

   Lines of Business - The principal business of HIA, conducted through its
   subsidiary, is the wholesale business distribution of turf irrigation
   equipment and pumps.

   Use of Estimates - The preparation of consolidated financial statements in
   conformity with generally accepted accounting principles requires management
   to make estimates and assumptions that affect the reported amounts of assets
   and liabilities, the disclosure of contingent assets and liabilities at the
   date of the financial statements and the reported amounts of revenue and
   expenses during the reporting periods. Actual results could differ from
   those estimates.

   Financial Instruments - The following methods and assumptions were used to
   estimate the fair value of each class of financial instruments for which it
   is practicable to estimate that value.

   Fair values of accounts receivables, accounts payable and other current
   liabilities are assumed to approximate carrying values for these financial
   instruments since they are short term in nature.

   The note payable, long-term debt, and capital lease obligations bear interest
   at fixed and floating rates of interest based upon lending institutions'
   prime lending rate.  Accordingly, their fair value approximates their
   reported carrying amounts at November 30, 2003 and 2002.

   Concentration of Risk - The Company's financial instruments that are exposed
   to concentrations of credit risk consist primarily of cash and accounts
   receivable. The Company invests temporary cash in demand deposits with
   federally insured financial institutions. Such demand deposit accounts at
   times may exceed federally insured limits. The Company has not experienced
   any losses in such accounts.

   Concentrations of credit risk with respect to accounts receivable are limited
   due to the large number of customers and generally short payment terms. The
   Company reviews a customer's credit history before extending credit and
   establishes an allowance for doubtful accounts based upon the credit risk of
   specific customers, historical trends and other information. Generally, the
   Company does not require collateral from its customers.


				     F-8


<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Receivables and Credit Policies - Trade receivables consist of
   uncollateralized customer obligations due under normal trade terms requiring
   payment within 30 days of the invoice date.  Past due receivables bear
   interest at the rate of 1.5% annually.  Payments on trade receivables are
   applied to the earliest unpaid invoices.  Management reviews trades
   receivables periodically and reduces the carrying amount by a valuation
   allowance that reflects management's best estimate of the amount that may not
   be collectible.

   Approximately 22% of the Company's inventory is purchased from one major
   supplier.  If the Company's relationship with this supplier were to cease,
   management believes there are sufficient alternative suppliers, such that
   there would not be a significant adverse impact on the operations of the
   Company.

   Inventories - Inventories consist of wholesale goods held for resale, which
   are primarily valued at the lower of cost (as determined using first-in,
   first-out method) or market.

   Cost of Sales - Cost of sales consists of the actual cost of products
   purchased for resale and related in-bound shipping charges.

   Depreciation, Amortization, Property and Equipment - Property and equipment
   are stated at cost. Depreciation is computed using the straight-line method
   over the estimated useful lives of the assets, which range from three to ten
   years. Leasehold improvements and leased equipment are amortized over the
   lesser of the estimated useful lives or over the term of the leases. Upon
   sale or retirement, the cost and related accumulated depreciation of disposed
   assets are eliminated from the respective accounts and the resulting gain or
   loss is included in the statements of income. Depreciation expense was
   $157,000, $221,000 and $207,000 for the years ended November 30, 2003, 2002,
   and 2001.

   Long-Lived Assets - Long-lived assets and identifiable intangibles, including
   goodwill and the non-compete agreement, are reviewed for impairment whenever
   events or changes in circumstances indicate that the carrying amount may not
   be recoverable. If the expected undiscounted future cash flow from the use of
   the asset and its eventual disposition is less than the carrying amount of
   the assets, an impairment loss is recognized and measured using the asset's
   fair value.

   Goodwill and Non-Compete Agreement - Goodwill and the non-compete agreement
   relate to the acquisition of WPS in 1999.  Goodwill in accordance with FASB
   No. 142 is no longer amortized beginning in fiscal 2002.  Had goodwill been
   amortized in fiscal 2003 and 2002, the Company would have recorded an
   additional $153,000 and $153,000 of amortization, which would have decreased
   net income to $567,000 and $543,000, respectively. Additionally, the Company
   tests goodwill for impairment annually or on an interim basis if an event or
   circumstance occurs between the annual tests that may indicate impairment of
   goodwill. The non-compete agreement is being amortized over a 10-year period
   using the straight-line method. Amortization expense was $15,000, $15,000 and
   $167,000 for the years ended November 30, 2003, 2002, and 2001.

   Revenue Recognition - The Company recognizes revenue at the time goods are
   shipped to customers in the normal course of business.

				     F-9

<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Income Taxes - Deferred income taxes are recognized for the tax consequences
   in future years of differences between the tax bases of assets and
   liabilities and their financial reporting amounts at each year end, based on
   enacted tax laws and statutory tax rates applicable to the periods in which
   the differences are expected to affect taxable income.  Income tax expense
   equals the tax payable for the period plus the net change during the period
   in deferred tax assets and liabilities.

   Advertising Costs - The Company recognizes advertising expense when incurred.
   Advertising expense was approximately $31,000, $6,700 and $31,000 for the
   years ended November 30, 2003, 2002, and 2001.

   Net Income Per Common Share - Basic net income per share includes no dilution
   and is computed by dividing income available to common stockholders by the
   weighted average number of common shares outstanding for the period. Diluted
   net income per share reflects the potential dilution of securities that could
   share in the earnings of an entity.

   For the year ended November 30, 2003, there were no dilutive shares
   outstanding.  For the years ended November 30, 2002 and 2001, 62,000 and
   32,728 shares, respectively, were included in dilutive shares outstanding
   which related to employee stock options to purchase 750,000 shares of the
   Company's common stock at $.20 per share. Employee stock options to purchase
   460,000 and 600,000 shares of the Company's common stock at $.30 and $.25 per
   share were not included in dilutive shares outstanding for the years ended
   November 30, 2002 and 2001 as their exercise price exceeded the average
   market price of the Company's common stock during the period.

   Cash Equivalents - The Company considers all highly liquid investments
   purchased with an original maturity of three months or less to be cash
   equivalents.

   Stock Option Plans - The Company applies Accounting Principles Board ("APB")
   Opinion 25, "Accounting for Stock Issued to Employees," and the related
   interpretations in accounting for all stock option plans. Under APB Opinion
   25, no compensation cost has been recognized for stock options issued to
   employees as the exercise price of the Company's stock options granted equals
   or exceeds the market price of the underlying common stock on the date of
   grant.

   SFAS No. 123 requires the Company to provide pro forma information regarding
   net income and net income per share as if compensation costs for the
   Company's stock option plans and other stock awards had been determined in
   accordance with the fair value based method prescribed in SFAS No. 123. The
   Company estimates the fair value of each stock award at the grant date by
   using the Black-Scholes option-pricing model with the following weighted-
   average assumptions for 2001.  No options were granted in 2003 and 2002.

								2001
							      --------
				Dividend yield			 0%
				Volatility			110%
				Risk free interest rate		6.0%
				Expected life		     1.75 years

				     F-10
<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Under the accounting provisions of SFAS No. 123, the Company's net income per
   share would have been adjusted to the following pro forma amounts for the
   years ended November 30:

					       2003        2002        2001
					    ---------   ---------   ----------

	Net income - as reported	    $ 720,000   $ 704,000   $  365,000
	Effect of employee stock-based
	  compensation included in
	  reported net income			-	     -		  -
	Effect of employee stock-based
	  compensation per SFAS 123		-	     -	      (124,000)
	Net income applicable to common	    ---------   ---------   ----------
	  stock - pro forma		    $ 720,000   $ 704,000   $  241,000
					    =========   =========   ==========

	Basic and diluted:
	Income per share - as reported	    $	  .07   $     .07   $	   .04
	Per share effect of employee
	  stock-based compensation
	  included in reported net income	-	     -		-
	Per share effect of employee
	  stock-based compensation per
	  SFAS 123				-	     -		  (.02)
	Income per share applicable to      ---------   ---------   ----------
	  common stock - pro forma	    $     .07   $     .07   $	   .02


   Comprehensive Income - Comprehensive income is comprised of net income and
   all changes to the consolidated statement of stockholders' equity, except
   those changes made due to investments by stockholders, changes in
   paid-in-capital and distributions to stockholders. There is no difference
   between net income and comprehensive income for the years ended November 30,
   2003, 2002, and 2001.

   Fourth Quarter Adjustments - The Company recorded in the fourth quarter of
   the years ended November 30, 2003, 2002 and 2001, adjustments to properly
   accrue for officer bonuses resulting in a decrease to net income of $59,000,
   $21,000 and an increase to net income of $140,000 respectively.

   SFAS No. 150, "Accounting for Certain Financial Instruments with
   Characteristics of Both Liabilities and Equity," was issued in May 2003 and
   requires issuers to classify as liabilities (or assets in some circumstances)
   three classes of freestanding financial instruments that embody obligations
   for the issuer. SFAS No. 150 is effective for financial instruments entered
   into or modified after May 31, 2003 and is otherwise effective at the
   beginning of the first interim period beginning after June 15, 2003. We
   believe the adoption of SFAS No. 150 will have no immediate impact on our
   financial position or results of operations.

				     F-11
<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   The FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and
   Disclosure Requirements for Guarantees, Including Indirect Guarantees of
   Indebtedness of Others, in November 2002 and FIN No. 46, Consolidation of
   variable Interest Entities, in January 2003. FIN No. 45 is applicable on a
   prospective basis for initial recognition and measurement provisions to
   guarantees issued after December 2002; however, disclosure requirements are
   effective immediately. FIN No. 45 requires a guarantor to recognize, at the
   inception of a guarantee, a liability for the fair value of the obligations
   undertaken in issuing the guarantee and expands the required disclosures to
   be made by the guarantor about its obligation under certain guarantees that
   it has issued. The adoption of FIN No. 45 did not have a material impact on
   our financial position or results of operations. FIN No. 46 requires that a
   company that controls another entity through interest other than voting
   interest should consolidate such controlled entity in all cases for interim
   periods beginning after June 15, 2003. We believe the adoption of FIN No. 46
   did not have a material impact on our financial position or results of
   operations.

2. NOTE PAYABLE AND LONG-TERM DEBT:
   -------------------------------

   Line-of-Credit Agreement - CPS and its subsidiary have a line-of-credit
   agreement with a bank, which expires on June 30, 2004.  The available loan
   amount is the lesser of $5,750,000 or the computed borrowing base, as defined
   by the terms of the agreement. The line-of-credit provides for interest at
   the bank's prime rate (4.00% at November 30, 2003).  The agreement is
   collateralized by principally all of the Company's business assets including
   accounts receivable, inventories and property and equipment, excluding owned
   real estate. Additionally, the bank has the right of set-off under this
   agreement. The agreement is also guaranteed by HIA.

   The agreement contains several covenants, which, among other things, require
   that the Company maintain certain financial ratios, minimum net worth and
   minimum working capital as defined in the line-of-credit agreement.
   In addition, the agreement limits the payment of dividends, the purchase of
   property and equipment, and officer and stockholder compensation. As of
   November 30, 2003, the Company was in compliance with these covenants.

   As of November 30, 2003 and 2002, $1,288,000 and $1,009,000 were outstanding
   under this line-of-credit agreement.

				     F-12
<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. LONG-TERM DEBT:
   --------------

   Long-term debt consisted of the following:

							November 30,
						----------------------------
						   2003		     2002
						----------	  ----------

	Subordinated note dated May 24, 1999;
	  monthly principal and interest
	  payments of $14,282 through June
	  2009, including interest at 8% per
	  annum. Collateralized by common
	  shares of WPS.			$  761,000	  $  866,000
	Promissory note dated May 24, 1999;
	  monthly principal and interest
	  payments of approximately
	  $23,000 through May 2004,
	  including interest at 8.125%
	  per annum. Collateralized by
	  substantially all of the
	  Company's business assets including
	  accounts receivable, inventories
	  and property and equipment,
	  excluding owned real estate.		   100,000	     300,000
						----------	  ----------
	Total long-term debt			$  861,000	  $1,166,000

	Less current maturities			  (215,000)	    (306,000)
						----------	  ----------
	Long-term debt, less current
	  maturities				$  646,000	  $  860,000

   Aggregate maturities of long-term debt at November 30, 2003 are as follows:

		2004		$	215,000
		2005			124,000
		2006			134,000
		2007			146,000
		2008			158,000
	  Thereafter			 84,000
				---------------

				$	861,000


				     F-13
<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. COMMITMENTS:
   -----------

   Operating Leases - The Company leases its main warehouse under a
   non-cancelable operating lease requiring monthly payments through February
   2005. The Company has an option to purchase the related property at the end
   of the initial ten-year term at a price approximating the market value at
   that time, subject to certain conditions. The lease also provides for two
   five-year options to extend the lease term.

   The Company also leases vehicles, equipment and other warehouse space under
   non-cancelable operating leases.

   Total lease expense was approximately $1,171,000, $1,141,000 and $1,043,000
   for fiscal 2003, 2002, and 2001.

   As of November 30, 2003 future annual minimum lease payments under
   non-cancelable operating leases are as follows:

		Years Ending
		November 30,
		------------
		    2004		$	1,009,000
		    2005			  490,000
		    2006			  289,000
		    2007			  148,000
		    2008			   98,000
					-----------------
					$	2,034,000

   Employment Agreements - The Company has entered into employment agreements
   that extend to May 31, 2006 with three officers. The employment agreements
   set forth annual compensation to its officers of between $216,000 and
   $219,000 each. Compensation is adjusted annually based on the cost of living
   index plus seven percent per annum base increase; plus an eight and one-half
   percent bonus of net pretax income exclusive of the 401(k)/profit-sharing
   contribution.

5. TAXES ON INCOME:
   ---------------

   The provision for taxes on income for the years ended November 30, 2003,
   2002, and 2001 consisted of the following:

					      2003	  2002	      2001
					   ----------  ----------  ----------
	Current:
	  Federal			   $  381,000  $  414,000  $  259,000
	  State				       48,000	   44,000      28,000
					   ----------  ----------  ----------
					      429,000	  458,000     287,000
	Deferred (benefit):
	  Federal			       23,000	  (36,000)     18,000
	  State					-	    -		-
					   ----------  ----------  ----------
					       23,000	  (36,000)     18,000
					   ----------  ----------  ----------
					   $  452,000  $  422,000  $  305,000

				     F-14
<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   A reconciliation of taxes on income at the federally statutory rate to the
   effective tax rate is shown below:
					      2003	  2002	      2001
					   ----------  ----------  ---------
	Income taxes computed at the
	  federal statutory rate	   $  398,000  $  381,000  $ 228,000
	State income taxes, net of
	  federal benefit		       38,000	   36,000     21,000
	Amortization of goodwill	     	-	    -	      41,000
	Other permanent differences	       16,000	    5,000     15,000
					   ----------  ----------  ---------
	Taxes on income			   $  452,000  $  422,000  $ 305,000

   Temporary differences between the consolidated financial statements carrying
   amounts and the tax basis of assets and liabilities that give rise to
   significant portions of the net deferred tax assets at November 30, 2003 and
   2002 relate to the following:
					 2003			  2002
				----------------------   ---------------------
				 Current     Long-Term	  Current    Long-Term
				---------   ----------   ---------   ---------
	Inventories		$  98,000   $	-	 $  86,000   $	-
	Allowance for bad debt	   40,000	-	    84,000	-
	Property and equipment	     -		34,000	      -		23,000
	Intangible assets	     -		26,000	      -		28,000
	Other			     -		 2,000	      -		 2,000
				---------   ----------	 ---------   ---------
	Net deferred tax asset	$ 138,000   $	62,000	 $ 170,000   $	53,000

   At November 30, 2003 and 2002, $138,000 and $170,000 of the net deferred
   tax asset is classified as current and included in other current assets in
   the accompanying consolidated balance sheets. The Company has recorded no
   valuation allowance to offset the net deferred tax assets because management
   believes that it is more likely than not that sufficient taxable income will
   be generated in the foreseeable future to realize the net deferred tax
   assets.

6. STOCKHOLDERS' EQUITY:
   --------------------

   Treasury Stock and Common Stock Options - On January 1, 2001, the Board of
   Directors granted to the officers of the Company options to purchase 750,000
   shares of treasury stock at $.20 per share through December 31, 2003. On July
   1, 2001, the Board of Directors granted key employees of the Company options
   to purchase 460,000 shares of treasury stock at $.30 per share with 153,333
   shares expiring on December 31, 2001 and the remaining 306,667 shares
   expiring on December 31, 2002.  On January 1, 2000, the Board of Directors
   granted to the officers of the Company options to purchase 600,000 shares of
   treasury stock at $0.25 per share through December 31, 2000.  The exercise
   price of these grants was equal to the market price of the common stock at
   the date of grant. No options were granted during 2002 and 2003.

				     F-15
<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   During fiscal 2003, 2002, and 2001, the Company issued 750,000 shares, 50,000
   shares, and 600,000 shares from treasury to its officers for cash proceeds of
   $150,000, $15,000 and $150,000 in conjunction with the officer's exercise of
   their options to purchase the treasury stock of the Company. Additionally, in
   fiscal 2003 and 2002, the Company also issued 124,000 and 105,000 shares from
   treasury to its employees for cash proceeds of $37,200 and $31,500,
   respectively, in conjunction with the exercises of their options to purchase
   the treasury stock of the Company.

   On September 15, 2003, the Company sent a tender offer to all its share-
   holders which offered to re-purchase up to 1 million shares of HIA, Inc.
   common stock, for $.50 per share.  The expiration date of the offer was
   October 31, 2003.  On October 16, 2003 the Company sent a letter to all its
   shareholders amending the original offer to re-purchase 1 million shares of
   its common stock to 1.5 million shares of its common stock (an increase of
   500,000 shares) at the same purchase price and the same expiration date. The
   Company paid a total of $735,000 (including $20,000 of legal and transfer
   fees) for 1,430,390 shares of common stock at an average price of $.51 per
   share.

   During fiscal 2003, the Company purchased from non-affiliates a total of
   1,825 shares of its common stock at an average price of $.33 per share. In
   addition, the Company issued to key management (not officers or directors)
   under existing stock option agreements, a total of 124,000 shares at an
   exercise price of $.30 per share. The Company acquired from non-affiliated
   stockholders 420,000 shares of its common stock at an average price of $.56
   per share during fiscal 2002, 834,006 shares of its common stock at an
   average price of $.32 per share during fiscal 2001.

   The following table summarizes information on stock option activity:

								   Weighted
								    Average
			      Number of	    Exercise Price	Exercise Price
			       Shares	      Per Share		   Per Share
			     ----------	    --------------	--------------
	Outstanding at
	December 1, 2000       600,000	    $	    .25		$	.25
	     Granted	     1,210,000		.20 - .30		.23
	     Exercised	      (600,000)		    .25			.25
			     ---------	    --------------	--------------
	Outstanding at
	November 30, 2001    1,210,000	    	.20 - .30		.23
	     Granted		 -		    -			-
	     Exercised	      (155,000)		    .30			.30
	     Expired	       (10,000)		    -			-
			     ---------	    --------------	--------------
	Outstanding at
	November 30, 2002    1,045,000	    	.20 - .30		.23
	     Granted		 -		    -			-
	     Exercised	      (874,000)		.20 - .30	        .22
	     Expired	      (171,000)		    -			-
			     ---------	    --------------	--------------
	Outstanding at
	November 30,2003	 -	    $	    -		$	-
			     ---------      --------------	--------------

				        F-16
<PAGE>

				HIA, INC. AND SUBSIDIARIES

			NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   The weighted average fair value of options granted during the years ended
   November 30, 2002 and 2001 was $.10, respectively.  The exercise price of
   all the options granted in 2002 exceeded the market price of the stock on
   grant date.  The exercise price of all the options granted in 2001 equaled
   the market price of the stock on grant date.

7. EMPLOYEE BENEFITS:
   -----------------

   Profit Sharing Plan - The Company maintains a participant noncontributory
   profit-sharing plan (the "Plan") for the benefit of all full-time employees
   of the Company who are at least 18 years of age. Interests vest ratably
   after two years and are fully vested after seven years. The Plan is funded
   by the Company's contribution determined annually by the Board of Directors.
   Contributions to the Plan were $97,000, $103,000 and $50,000 for the years
   ended November 30, 2003, 2002, and 2001.

   401(k) Plan - The Company has adopted a Section 401(k) profit sharing plan,
   which is available for employees who are at least 18 years of age and who
   have completed one year of service with the Company. Participants in the
   plan may contribute up to 15% of their compensation, subject to certain
   limitations.  Under the plan, the Company may make discretionary
   contributions to be determined on a year-to-year basis and may make
   discretionary matching contributions. Company matching contributions vest
   ratably over 6 years. For the years ended November 30, 2003, 2002, and 2001,
   the Company contributed $38,000 and $35,000 and $35,000.

8. SIGNIFICANT SUPPLIERS:
   ---------------------

   During fiscal years ended 2003, 2002 and 2001, the Company purchased
   approximately 22%, 17% and 16% of its products from one manufacturer.  The
   products purchased can be obtained from other competing manufacturers but
   not as a consolidated product group.

9. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   -------------------------------------------------

   In 2001, the Company had a sale of property for a note receivable of $53,000.

   Cash payments for interest were $172,000, $232,000 and $394,000 for the years
   ended November 30, 2003, 2002, and 2001.  Cash payments for income taxes were
   $559,000, $392,000 and $250,000, for the years ended November 30, 2003, 2002,
   and 2001.



				     F-17





								   Exhibit 21

		SUBSIDIARY OF THE COMPANY


	Name				State of Incorporation
------------------------		----------------------

CPS Distributors, Inc.				Colorado






<PAGE>

								   Exhibit 31

				CERTIFICATION

I, Alan C. Bergold, Don Champlin and Carl J. Bentley certify that:

1. I have reviewed this annual report on Form 10-K of HIA, Inc.;

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

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

4. The registrant's other certifying officer(s) and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
   financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15
   (f)) for the registrant and have:

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

   (b)	Designed such internal control over financial reporting, or caused such
	internal control over financial reporting to be designed under our
	supervision, to provide reasonable assurance regarding the reliability
	of financial reporting and the preparation of financial statements for
	external purposes in accordance with generally accepted accounting
	principles;

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

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

<PAGE>

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

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

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


Date: __February 20, 2004__			________/s/__________________
						Alan C. Bergold, President and
						Treasurer and Director

Date: __February 20, 2004__			________/s/__________________
						Don Champlin, Executive
						Vice President and Secretary

Date: __February 20, 2004__			________/s/__________________
						Carl J. Bentley, Chairman










<PAGE>

								   Exhibit 32


			CERTIFICATION PURSUANT TO
			 18 U.S. C. SECTION 1350
			 AS ADOPTED PURSUANT TO
		SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of HIA, Inc (the "Company") on Form 10-K
for the period ending November 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"). I, Alan C. Bergold, the
President, Treasurer and Director of the Company, certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that;

	(1) The Report fully complies with the requirements of section 13(a) or
	    15(d) of the Securities Exchange Act of 1934, and
	(2) The information contained in the Report fairly presents, in all
	    material respects, the financial condition and results of
	    operations of the Company.


						______________/s/_____________
						Alan C. Bergold,
						President,
						Treasurer and Director