US SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                  FORM 10-QSB


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

                 For the quarterly period ended January 31, 2002
                        Commission File Number: 0-27382.

                              HOT PRODUCTS, INC.COM
            -------------------------------------------------------
           (Exact name of small business as specified in its charter)


                    ARIZONA                        86-0737579
                    -------                        ----------
        (State or other jurisdiction of    (IRS Employer Identification)
         incorporation or organization)


                 7625 E. REDFIELD RD., SCOTTSDALE, ARIZONA 85260
                 -----------------------------------------------
                    (Address of principal executive offices)


                                 (480) 368-9490
                                 --------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.
Yes X    No
   ---     ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common equity as of March 11, 2002 latest practicable date: 10,215,623 shares of
Common  Stock,  par  value  $0.01  per  share.
     Transitional Small Business Disclosure Format (Check one): Yes       No  X
                                                                    ---      ---


<PAGE>
                              HOT PRODUCTS, INC.COM
                            -----------------------
                                 AND SUBSIDIARY
                                ---------------

                                                                          Page

PART I     FINANCIAL INFORMATION

Item 1     Financial Information

           Consolidated Balance Sheet as of January 31, 2002                 3

           Consolidated Statements of Operations for the Three and
              Nine Months Ended January 31, 2002 and January 31, 2001        4

           Consolidated Statements of Cash Flows for the Nine Months
              Ended January 31, 2002 and January 31, 2001                    5

           Notes to Consolidated Financial Statements                        6

Item 2     Management's Discussion and Analysis                              8

PART II    OTHER INFORMATION

Item 1     Litigation                                                       13

Item 2     Change in Securities                                             13

Item 3     Defaults Upon Senior Securities                                  13

Item 4     Submission of Matters to a Vote of Security-Holders              13

Item 5     Other Information                                                13

Item 6     Exhibits & Reports on Form 8-K                                   13


                                        2
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              HOT PRODUCTS, INC.COM
                           CONSOLIDATED BALANCE SHEET

                                  (Unaudited)

                                                             JANUARY 31,
                                                                2002
                                                            -------------
ASSETS
<S>                                                         <C>
CURRENT ASSETS:
  Cash and cash equivalents                                 $        793
  Accounts receivable (net of $22,145 allowance)                   3,668
  Inventories                                                    403,230
  Prepaid expenses                                                36,561
                                                            -------------
     Total current assets                                        444,252

PROPERTY AND EQUIPMENT, net                                       23,368

OTHER ASSETS                                                      30,609
                                                            -------------

TOTAL ASSETS                                                $    498,229
                                                            =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                          $    466,961
  Accrued liabilities                                            459,841
  Notes Payable                                                   86,960
                                                            -------------
     Total current liabilities                                 1,013,762

Contingent Liabilities and Disputed Payables                     215,199
                                                            -------------

     TOTAL LIABILITIES                                         1,228,961
                                                            -------------

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 33,332,747
     shares authorized, 10,215,623 issued and outstanding        102,156
  Paid in capital                                             17,796,238
  Accumulated deficit                                        (18,629,127)
                                                            -------------
     TOTAL STOCKHOLDERS' EQUITY                                 (730,732)
                                                            -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $    498,229
                                                            =============

The accompanying notes are an integral part of these financial statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                HOT PRODUCTS, INC.COM
                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                     (Unaudited)

                                                         THREE MONTHS ENDED         NINE MONTHS ENDED
                                                             JANUARY 31,               JANUARY 31,
                                                         2002         2001          2002         2001
                                                     ------------  -----------  ------------  -----------
<S>                                                  <C>           <C>          <C>           <C>

NET SALES and ROYALTY REVENUES                       $   159,317   $  154,504   $   446,591   $  665,901

COST OF SALES                                             10,311       73,304        96,426      209,094
                                                     ------------  -----------  ------------  -----------

   Gross profit                                          149,006       81,200       350,165      456,807
                                                     ------------  -----------  ------------  -----------


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    Salaries and benefits expense                         79,283      106,357       263,384      348,131
    Selling and promotion expense                          1,150       60,991        10,264      108,763
    Office and administrative                             60,832      136,921       217,173      472,122
    Research and development expense                                   60,878           912       98,934
                                                     ------------  -----------  ------------  -----------
Total selling, general and administrative expenses       141,264      365,147       491,733    1,027,950
                                                     ------------  -----------  ------------  -----------


INCOME/(LOSS) FROM OPERATIONS                              7,742     (283,947)     (141,568)    (571,143)
                                                     ------------  -----------  ------------  -----------

OTHER (INCOME) AND EXPENSES
    Gain on Disposal of Subsidiary                                                 (137,690)
    Loss on Proposed Merger                               46,805                     46,805
    Gain on Settlement of Lawsuit                                                  (300,000)
    Interest Expense and Factoring Charges                   268       11,584        12,788       18,175
    Other income                                         (51,797)         (39)     (142,679)     (28,008)
                                                     ------------  -----------  ------------  -----------

Total other (income)/expense                              (4,724)      11,545      (520,776)      (9,833)
                                                     ------------  -----------  ------------  -----------

Net Income/(Loss) Before Extraordinary Item               12,466     (295,492)      379,209     (561,310)
                                                     ------------  -----------  ------------  -----------

Extraordinary Item-Debt Forgiveness                                                 798,148
                                                     ------------  -----------  ------------  -----------

Net Income(Loss)                                     $    12,466    ($295,492)  $ 1,177,357    ($561,310)
                                                     ============  ===========  ============  ===========

Earnings(Loss) per share - Basic
    Before Extraordinary Item                                  *       ($0.04)  $      0.04       ($0.10)
    Extraordinary Item                                                          $      0.08
                                                     ------------  -----------  ------------  -----------
  Total                                                        *       ($0.04)  $      0.12       ($0.10)
                                                     ============  ===========  ============  ===========
Earnings per share - Diluted
    Before Extraordinary Item                                  *                $      0.04
    Extraordinary item                                                          $      0.08
                                                     ------------  -----------  ------------  -----------
  Total                                                        *                $      0.12
                                                     ============  ===========  ============  ===========
Weighted average shares outstanding - Basic           10,215,623    6,856,535    10,144,662    6,027,873
                                                     ============  ===========  ============  ===========

Weighted average shares - Diluted                     10,215,623    6,856,535    10,144,662    6,027,873
                                                     ============  ===========  ============  ===========
* Less than $0.01

             The accompanying notes are an integral part of these financial statements
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                              HOT PRODUCTS, INC.COM
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    (Unaudited)
                                                                 NINE MONTHS ENDED
                                                                    JANUARY 31,
                                                                 2002         2001
                                                              -----------  -----------
<S>                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income/(Loss)                                           $1,177,357    ($561,310)
  Adjustments to reconcile net income/(loss)
  to net cash provided by operating activities:
  Depreciation and amortization                                   15,368      107,870
  Extraordinary Item                                            (798,148)
  Noncash expenses                                                             46,875
  Noncash gain on disposal of subsidiary                        (137,850)
  Changes in assets and liabilities:
    Accounts receivable                                           36,328      (71,127)
    Inventories                                                   63,594     (356,932)
    Prepaid expenses and other current assets                    (30,867)     (15,135)
    Other assets                                                 (21,405)     (36,090)
    Accounts payable & disputed loabilities                     (455,113)     324,217
    Accrued liabilities and Customer Deposits                    185,521      (28,898)
                                                              -----------  -----------
        Net cash (used in) provided by operating activities       34,785     (590,530)
                                                              -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                          (16,848)
                                                              -----------  -----------
        Net cash (used in) provided by investing activities            0      (16,848)
                                                              -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from Notes Payable                                     55,787      604,985
  Repayment on Notes Payable                                     (85,044)
  Payment of capital lease obligations                            (6,836)     (10,343)
                                                              -----------  -----------
        Net cash (used in) provided by financing activities      (36,093)     594,642
                                                              -----------  -----------


INCREASE (DECREASE) IN CASH AND EQUIVALENTS                       (1,308)     (12,736)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                          2,101       14,751
                                                              -----------  -----------

CASH AND EQUIVALENTS, END OF PERIOD                           $      793   $    2,015
                                                              ===========  ===========

NONCASH OPERATING ACTIVITIES:
Issuance of common stock to reduce contingent liability       $   59,500
                                                              ===========

             The accompanying notes are an integral part of these financial statements
</TABLE>


                                        5
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

I.   INTERIM  REPORTING

     The accompanying unaudited Consolidated Financial Statements for Hot
Products inc.com have been prepared in accordance with the generally accepted
accounting principles for interim financial information and the instructions to
Form 10-QSB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows for the periods
presented have been made. The results of operations for the nine month period
ended January 31,2002 is not necessarily indicative of the operating results
that may be expected for the entire fiscal year ending April 30, 2002.

Common  Stock
-------------
Our shares of common stock are traded under the symbol HPIC on the Nasdaq
bulletin board market. We have completed and filed its 10K report for the year
ended April 30, 2002

II.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Loss on Proposed Merger- These costs reflect legal and other professional costs
-----------------------
directly charged to the Company as a result of the proposed merger with IGP,
Inc.  The Company experienced significant down time which resulted in lost sales
and opportunities as a result of the significant time Senior Management spent on
the proposed merger.

Consolidation - The consolidated financial statements include the accounts and
-------------
activities of Hot Products, Inc.com and its wholly owned subsidiary, SC&T Asia,
Limited (Hong Kong).  All significant inter-company transactions and balances
have been eliminated in consolidation. SC &T Europe was dissolved in July 2001.
The resulting gain on this dissolution is reported in these financial
statements.

Cash and Cash Equivalents includes all short-term highly liquid investments that
-------------------------
are readily convertible to known amounts of cash and have original maturities of
three months or less.

Inventories are stated at the lower of cost (first-in, first-out) or market.
-----------

Property and Equipment are recorded at cost and depreciated on a straight-line
----------------------
basis over the estimated useful lives of the assets ranging from 3 to 10 years.
Depreciation expense is not recorded for tooling acquired and not yet been
placed in service.

Revenue Recognition - We recognize revenue when the product is shipped, and or
-------------------
paid for by the customer.  We provide an allowance to reflect estimated
uncollectible accounts receivable from customers.  We receive royalty revenues
on a regular quarterly basis and recognize this revenue when received.   The
revenue for the period ended January 31, 2002 includes a nonrefundable royalty
payment received of $99,450.  Under this royalty agreement the customer has the
right to sell up to 52,000 units of the product under license for a two year
period.  There is no further obligation of the Company and the entire royalty
payment was recognized as revenue in the three months ended January 31, 2001.

Research and Development - The costs for new product development are expensed as
------------------------
incurred.


                                        6
<PAGE>
Related Party Transactions     - Notes payable in the amount of $36,960     is
--------------------------
recorded from a related party of the Company.

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

Earnings Per Share - Earnings per share is calculated using the weighted average
------------------
number of shares of common stock outstanding during the year. The Company has
adopted SFAS No. 128 Earnings Per Share.

<TABLE>
<CAPTION>
                                   Net Income                Shares           Per Share
                              ----------------------  ---------------------  --------------
                                 2002        2001        2002       2001     2002    2001
                              ----------  ----------  ----------  ---------  -----  -------
<S>                           <C>         <C>         <C>         <C>        <C>    <C>
Net Income                    $1,177,357  ($561,310)  10,144,662  6,027,873  $0.12  ($0.10)
BASIC EARNINGS PER SHARE:
Income available to
Common Shareholders           $1,177,357  ($561,310)  10,144,662  6,027,873  $0.12  ($0.10)

EFFECT OF DILUTED SECURITIES         N/A        N/A          N/A        N/A    N/A      N/A

DILUTED EARNINGS PER SHARE    $1,177,357        N/A   10,144,662  6,027,873  $0.12  ($0.10)
</TABLE>

Common equivalent shares of 2,688,918 and     2,747,251 related to stock options
and  warrants outstanding at January 31, 2002 and 2001 respectively are excluded
from  the  computation  because  the effect of inclusion would be anti-dilutive.

Segment  and  Geographic  Information - The Company's revenue was generated from
-------------------------------------
one  primary  geographic  region,  The  United  States.  There  were no material
operations  in the Company's Asian subsidiary.  At January 31, 2002, the Company
considers  its  products  to  fall  within two segments, Peripheral Products and
Emergency-Survival  products.

The  following  table outlines the breakdown of sales to unaffiliated customers.

Net Revenues
------------
                               2002         2001
                            ----------  ------------
    Emergency-Survival      $  196,377  $    87,334
    Peripheral Products     $  250,574  $   578,567

                            $  446,951  $   665,901
                            ==========  ============
Net Income/(Loss)
-----------------
    Emergency-Survival      $  100,639  $    62,142
    Peripheral Products     $  225,005  $   394,665
    Other                   $  851,713  $(1,018,117)
                            ----------  ------------

                            $1,177,357  $ ( 561,310)
                            ==========  ============

The  measurement  of net income by segment is reconciled to the total net income
resulting  primarily  from  general and administrative expenses and other income
that  cannot  be  allocated  directly  to  either  segment.


                                        7
<PAGE>
ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The  statements  contained  in  this  report  on form 10-QSB that are not purely
historical  are forward-looking statements within the meaning of the Section 27A
of  the  Securities  Act  of 1933 and Section 21E of the Securities Act of 1934,
including statements regarding our "expectations", "anticipation", "intentions,"
"beliefs",  or  "strategies",  regarding  the future. Forward-looking statements
include  statements  regarding  revenue, margins, expenses and earnings analysis
for  the  remainder  of  the fiscal year 2002 and thereafter; future products or
product  development  strategy;  and  liquidity  and  anticipated cash needs and
availability. All forward-looking statements included in this document are based
on  information  available  to  us  on the date of this report, and we assume no
obligation to update any such forward-looking statement. It is important to note
our  actual  results  could differ materially from those in such forward-looking
statements.

OVERVIEW

Hot  Products,  Inc.,  (HPIC) specializes in designing dynamic new products that
serve  real  life  applications.  We  accomplish  this  through innovative, high
quality  offerings with value added features and benefits for today's consumers.
Our  primary market focus addresses the Road Emergency, RV, Automotive Survival,
Power  Sports and Outdoor Survival categories with an expanding line of products
that  currently consists of some 30 plus offerings. A major part of our business
focuses  on the Private Label arena, where we create specific products for major
corporations  that either bear that companies name or brand logo. These products
are  typically  merchandised  through  that  company's  national  dealer
infrastructure.

There  is  no  doubt  that  since  the  events of last September that the entire
country  has  focused  a much higher awareness on the need to be Better Prepared
for  the  unforeseen  emergency and survival situations we all encounter. We are
proud  of the company we keep, which includes the likes of, Plow & Hearth, Jiffy
Lube  International Inc., Polaris Industries Inc., Lexus Corp., Harley-Davidson,
International  Auto  Sport,  etc.

We  believe  that  the current industry categories targeted by the Company offer
increased  marketing opportunities that promise higher growth potential, greater
profit  capabilities  and  carry less competitive risk, as the size and scope of
these  market  categories  offer  significant  long  term  growth  potential.

Over  the  past  year we have continued to reduce operational costs and expenses
wherever  possible.  Operational  improvements  have  increased productivity and
allowed  a  significant  reduction  in operating expenses.  Our new products and
marketing  direction  have  resulted  in improved gross margins.  Our management
believes  the  past  year's  results  are  a clear indicator to shareholders and
investors  that  our  operational efficiencies combined with new marketing ideas
are leading us on the path towards profitability. Management feels strongly that
we  will  continue  to  improve  our  performance  as  our products gain greater
industry  awareness  and  market  share, while our gross margins improve through
product  cost  reductions  and improved  terms with our vendors. Our new line of
products  is  being  well received in the marketplace and we continue to explore
new revenue channels, such as the Private Label arena, where we continue to gain
strength  through  custom  design  programs  with  major  Fortune 500 companies.


                                        8
<PAGE>
Our  NUON  products  group  has  gone through difficult times as a result of the
financial  difficulties  experienced  by VM Labs Inc., the developer of the NUON
technology. We have been successful in creating a European distribution alliance
for  our NUON products, which have resulted in initial shipments being made into
Switzerland.  However,  until  we have clearer understanding of the future of VM
Labs Inc., the company will focus its energies on growing its non-Nuon business.

FAILED  MERGER  OPPORTUNITY

On  October  15, 2001 we filed an 8K statement with the SEC announcing a planned
merger  with  International Global Positioning (IGP). On November 2, 2001 before
the  definitive  agreement  had  been  signed, IGP abruptly informed us that the
merger had been terminated.  We believe IGP wrongfully terminated the agreement.
We also allege that IGP breached this agreement, did not negotiate in good faith
and  was  unethical  in  their  business  dealings  with  us.

For  nearly two months, our efforts and energies focused entirely on the planned
merger.  Among  other accomplishments, we spent significant time researching the
GPS  arena,  developing  new  marketing  &  distribution programs and materials,
searching for new facilities, and we also allocated an inordinate amount of time
in  planning and working towards the integration of both companies into the "new
entity."  The  refocus during this two month period has had a detrimental impact
on  our  sales for the quarter, and in lost time that would otherwise been spent
on  building  our  business.

OPERATING  RESULTS  FOR  THE  THREE  MONTHS  ENDED  JANUARY  31,  2002 AND 2001.
NET  SALES  AND  ROYALTY  REVENUES

Net  sales and royalty revenues for the three months ended January 31, 2002 were
$159,317  compared  to  $154,504  for  the  three months ended January 31, 2001.
$99,450  of  the  $159,317  is a prepaid royalty agreement received in the three
month  period ended January 31, 2002.  Increased sales of our Road-Emergency and
Auto-Survival  product  lines also contributed.  Sales for the nine months ended
January  31,  2002  were $446,591 compared to $665,901 for the same period ended
January  31,  2001.  This  decrease  is  due  to  reduced  sales of NUON related
products.  This  reduction  of  NUON  sales  is  a  direct result of slower than
anticipated  deliveries  of  DVD  players incorporating the NUON technology, and
delayed  shipments  by  Motorola's  of their Streamaster Set-Top (converter box)
which  we believe were due to various shifts in VM Labs business plan, which are
out  of  our  control.

GROSS  PROFIT

Our  gross  profit  for  the three months ended January 31, 2002 was $149,006 in
contrast  to  a  gross  profit of $81,200 for the three months ended January 31,
2001.  Our  gross profit for the nine months ended January 31, 2002 was $350,165
compared  to  $456,807  for  the  same  period ended January 31, 2001. Our gross
profit  margin  is affected by royalty revenues received.  These revenues do not
have  any  cost  of  sales  associated  with them, and increase our gross profit
margin.  Had  these  royalty  payments not been received our gross profit margin
would have been lower.  Gross profit margins can be affected by several factors,
including  the  mix  between products, the anticipation that newer products will
initially  yield  higher  margins,  however,  there  can  be no assurance higher
margins  will  be  maintained  over  the  life  of  any  product.


                                        9
<PAGE>
SALARIES  AND  BENEFIT  EXPENSES

Our payroll and benefits expense decreased to $79,283 for the three months ended
January  31,  2002  compared  to $106,357 for the three months ended January 31,
2001.  Payroll  and  benefits  expense  was  $263,384  for the nine months ended
January  31,  2002  compared  to  $348,131 for the same period ended January 31,
2002.  This  decrease in salaries and related expenses for the nine months ended
January  31,  2001  can  be  attributed  to lower salaries, staff reductions and
reduced  benefit  costs.  We  are  required  to employ a base staff of qualified
personnel to maintain our operations. As we attain increased profitable quarters
our  employee  base  will  have  to  increase.  We  are  carefully  planning for
expansion, and when our sales volume increases, we will institute gradual growth
that  will  not  burden  our  margins  or  threaten  our  profitability.

SELLING  AND  PROMOTION

Our  selling  and  promotion  expenses  decreased to $1,150 for the three months
ended  January 31, 2002 from $60,991 for the same period ended January 31, 2001.
Selling  and  promotion  expenses were $10,264 for the nine months ended January
31,  2002  compared to $108,763 for the same period ended January 31, 2001.  The
decrease  is  a  direct  result  of many things, but a significant reason is our
focus  on  our  Private Label business, where the need for extensive advertising
and  marketing  is not required.  Due to cost controls, we have not been able to
utilize all promotional avenues necessary to properly promote our products.  Our
management  has  been  careful  in  the  amounts  of promotional efforts for the
current quarter, which has included curtailing unnecessary travel and trade show
costs.

OFFICE  AND  ADMINISTRATION

Office  and  administrative expenses for the three months ended January 31, 2002
were  $60,832  compared to $136,921 for the three months ended January 31, 2001.
Office  and  administrative  expenses  were  $217,173  for the nine months ended
January  31,  2002  compared  to  $472,122 for the nine months ended January 31,
2001.  The  decrease  is  attributed  directly  to  extraordinary  legal  costs
associated  to  the  three-year  litigation  against our former accounting firm.
This  will  no  longer  be  a  factor  as  the  parties reached "an out of court
settlement"  during  July  of  this  year.  Efficiencies  and cost reductions in
equipment  rental,  printing,  postage and related costs also contributed to the
reduction  in  office  and  administrative  costs  for  the  current  quarter.

RESEARCH  AND  DEVELOPMENT

There  were no expenses related to research and development for the three months
ended  January  31,  2002  compared  to $60,878 for the three month period ended
January  31,  2001.  Research  and  development  expenses were $912 for the nine
months  ended  January  31,  2002  compared to $98,934 for the same period ended
January  31,  2001.  The decrease is due to the realization that we have already
borne  significant  costs  for  the development of existing and future products.
Costs associated with the need to develop new products are not as substantial as
previously  incurred  by  the  Company,  as  most  new products are spin-offs of
previously  designed  products.  The  Road  Emergency,  Automotive  and  Outdoor
Survival  categories  are  not  as labor or cost intensive as was the electronic
design  arena.  Management  has  always  made  a  commitment  to  research  and
development  and  will  continue  to  do  so  as  deemed  necessary.


                                       10
<PAGE>
OTHER  INCOME/EXPENSE

Other  income  increased  to  $4,724 for the three months ended January 31, 2002
from  other  expense of $11,545 for the same period ended January 31, 2001. This
increase,  $16,269,  is  due  primarily  to  the  settlement  of  old  payable
liabilities. Other income includes $46,805 of legal and other direct costs which
were  incurred  as  a  result  of  our  failed  merger attempt. Other income was
$520,776  for  the nine months ended January 31, 2002 compared to $9,833 for the
nine  months  ended  January  31,  2001.  Included  in  this increase is a gain,
$137,850, on the closure of our UK subsidiary. The gain on disposal was a result
of  recorded  obligations  that  were relieved through closure. Also included in
other  income  is  $300,000  from  the  settlement  of  a  lawsuit. Interest and
factoring  costs decreased to $12,788 for the nine months ended January 31, 2002
compared  to  $18,175  for  the  same  period  ended  January  31,  2001.

EXTRAORDINARY  ITEM

Income  from the settlement of an old disputed liability from a foreign supplier
resulted  in  a  gain  of  $798,148  for the nine months ended January 31, 2002.
Under  the  agreement  we  agreed  with  our foreign supplier to drop all claims
against  each  other.  We are required to pay the foreign supplier approximately
$6,000 under the agreement.  As  cash flow improves the Company will offset this
obligation.

NET  INCOME

Net income for the three months ended January 31, 2002 was $12,466 compared to a
net  loss  of  $295,492 for the three months ended January 31, 2001.  Net income
was $1,177,357 for the nine months ended January 31, 2002 compared to a net loss
of  $561,310  for  the  same  period  ended  January  31, 2001.  Total operating
expenses  for the three and nine months ended January 31, 2002 were $141,264 and
$491,733 compared to $365,147 and $1,027,950 for the nine and three months ended
January  31,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our  working  capital  deficit  was  $569,510  at January 31, 2002 compared to a
deficit of $404,673 at January 31, 2001. We require working capital and continue
to  operate without the appropriate funds to effectively promote our new product
lines,  and  continue  to  have difficulty in properly funding operations.   Our
accounts  payable  obligation  has  increased and income from operations has not
been  sufficient  to  adequately  fund  our operations. We have settled many old
payable obligations and will continue to work on better terms from our suppliers
and  current obligations.  We are currently in negotiations with many of our old
creditors  in  an attempt to reduce our obligations to them.  We are required to
pay  the  costs  of  stocking,  assembling  and  warehousing  inventory prior to
receiving payments from our customers. Typically our customers do not pay us for
our  products  until approximately 30 to 60 days following delivery and billing,
unless  they  are  Private  Label orders, for which we receive partial or entire
payments  at  time of order. For non-private label business, the receipt of cash
from operations typically lags substantially behind the payment of the costs for
purchase  and  delivery  of  our  products.

We  have  been  able  to  secure  short-term  notes  payable to help relieve the
cash-flow  burden  experienced.  At present we utilize factoring for some of our
accounts  receivable,  however  this  form  of financing does increase costs and
reduces  working  capital and profits. To fully implement our new business plan,
we  will require additional working capital.  We are currently in the process of
finalizing  a funding plan which will provide working capital until such time as
cash flow from operations is increased.  We are currently making efforts to sell
current  inventory  to  supplement  our  cash  flow  needs.


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BUSINESS  OUTLOOK  AND  RISK  FACTORS  -  HPIC  OUTLOOK

We  are  seeing  positive  earnings results from our corporate efforts to reduce
costs  while improving performance. In addition to our cost reduction efforts we
have taken several steps to improve sales and name recognition for our products.
We  have reached an agreement with a new Director of Sales.  He brings extensive
knowledge and experience along with a nationwide Independent Sales force of over
100  experienced  individuals.  In  addition  to  this  we have identified a new
market  which  we  believe has  significant sales potential over the next six to
twelve  months.  The Power Sports arena, which includes personal motor craft and
outdoor  recreational  vehicles,  is a niche area which we have identified as an
important  area  for  future growth.  In addition we have designed new emergency
and  survival  products to better expand our line and offer a wider variation of
retail  price  points.  We believe these changes will  assist us in reaching new
customers  and  channels,  and  will generate new sales revenues in the over the
next  year.  Our  Private Label line continues to grow and we expect significant
revenue  and  interest  in  the  market.  We  have  already  been  successful in
designing and shipping kits to major companies in the automotive, motorcycle and
personal  motor  craft  market.

We  are  optimistic  about future revenue growth, new customer orders and in our
ability  to  find  a  suitable  merger  partner  or strategic marketing alliance
partnership.  The Private Label arena is opening new doors and new customers. We
continue  to  pursue  other  major companies for Private Label opportunities and
feel  strongly that this area will provide significant revenue opportunities for
us  over  the 6-12 months.  When finances permit, we plan to secure the services
of  a national PR-IR firm to aggressively promote the merits of our Company, and
we  will  continue  to  inform  the  market  with  ongoing press releases as new
milestones  or  alliances  are  created.

Management is confident we can continue to improve the shareholder value through
better  efficiencies,  new alliances and sales growth, increased revenues, which
can be achieved in conjunction with the necessary operational funding we require
to  achieve  our  goals  and  profitability  objective  during  FY  2002.

RISK  FACTORS

VM  Labs  has  recently filed a reorganization plan under Chapter 11 of the U.S.
Bankruptcy  Code.  VM  Labs  has  represented it has reached agreements with its
significant creditors. As previously stated, until such time as we know the long
term  potential  for  NUON, our future emphasis will be on our non-Nuon products
group.

Our  best  defense  against  competitive actions on our Road Emergency, Auto and
Outdoor  Survival  categories  remains  in  our  ability  to  maintain  our lead
position, breadth and depth of high quality product assortment, continued R & D,
coupled  with  our  ability  to  ship  orders in a timely manner. No competitive
products  currently exist that come close to the caliber of products we provide.
In  the  Automotive  and  Outdoor  Survival  retail  arena's  "Pre-Kitted  and
Pre-Configured " products of the quality and diversity we offer, do not exist at
retail. Each product is backed by a one-year warranty. We understand competitors
could make an attempt to imitate our lines, but we have a significant head start
and  the  logistics  to "knock us off" has numerous barriers for all new comers.


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<PAGE>
We  believe  our  primary  risk  factors focus on our ability to receive product
deliveries  in  a  timely  manner  and  in  our  efforts  to securing additional
operational  capital.  Based  on  the  size  of the U.S. Automotive After Market
channel,  with  annual  sales  exceeding $150 billion, coupled with the emerging
NUON  market  worldwide,  we  feel HPIC has the ability to establish itself as a
global  brand  provider  of  unique  and  highly innovative Road Emergency, 12 V
Battery,  Auto-Survival,  Outdoor  Survival  and  NUON  peripheral  products.

PART  II  -  OTHER  INFORMATION

ITEM  I.  LITIGATION
     None to be reported

ITEM  2.  CHANGES  IN  SECURITIES
     None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
     None

ITEM  4.  SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY-HOLDERS
     None

ITEM  5.  OTHER  INFORMATION
     None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     On  November  21, 2001 we filed with the Securities and Exchange Commission
     on  Form  8-k  the  resignation  of  Gregory Struthers, Vice President-NUON
     Division  and  Director.

                                   SIGNATURES

     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated.

       SIGNATURE                      CAPACITY                      DATE
       ---------                      --------                      ----

HOT PRODUCTS, INC.COM

 /s/ James Copland              Chairman of the Board           March 11, 2002
------------------------------  and Chief Executive  Officer
James Copland


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