US SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB/A


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

                 For the quarterly period ended October 31, 2001
                        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 December 14, 2001 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>
<TABLE>
<CAPTION>
                              HOT PRODUCTS, INC.COM
                              ---------------------
                                  AND SUBSIDIARY
                                  --------------



                                                                             Page
<S>                                                                          <C>
PART I   FINANCIAL INFORMATION

Item 1   Financial Information

         Consolidated Balance Sheet as of October 31, 2001                      3

         Consolidated Statements of Operations for the Three and Six Months
              Ended October 31, 2001 and October 31, 2000                       4

         Consolidated Statements of Cash Flows for the Six Months
              Ended October 31, 2001 and October 31, 2000                       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
</TABLE>



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


ITEM 1. FINANCIAL STATEMENTS



                              HOT PRODUCTS, INC.COM
                           CONSOLIDATED BALANCE SHEET

                                  (Unaudited)


                                                             OCTOBER 31,
                                                                2001
                                                            -------------
<S>                                                         <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                 $      1,338
  Accounts receivable (net of $11,045 allowance)                  19,092
  Inventories                                                    404,031
  Prepaid expenses and other assets                               31,903
                                                            -------------
     Total current assets                                        456,364

PROPERTY AND EQUIPMENT, net                                       29,068

OTHER ASSETS                                                      30,759
                                                            -------------

TOTAL ASSETS                                                $    516,190
                                                            =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                          $    423,032
  Accrued liabilities and Customer Deposits                      562,979
  Notes Payable                                                  114,290
                                                            -------------
     Total current liabilities                                 1,100,301

Contingent Liabilities and Disputed Payables                     201,586
                                                            -------------

     TOTAL LIABILITIES                                         1,301,887
                                                            -------------

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 33,332,747
     shares authorized, 10,215,623 issued and outstanding        102,156
  Paid in capital                                             17,753,738
  Accumulated deficit                                        (18,641,591)
                                                            -------------
     TOTAL STOCKHOLDERS' EQUITY                                 (785,697)
                                                            -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $    516,190
                                                            =============
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                        3
<PAGE>

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

                                          (Unaudited)

                                                           THREE MONTHS ENDED          SIX MONTHS ENDED
                                                            OCTOBER 31, 2001             OCTOBER 31,
                                                           2001         2000          2001         2000
                                                       ------------  -----------  ------------  -----------
<S>                                                    <C>           <C>          <C>           <C>

NET SALES and ROYALTY REVENUES                         $   180,316   $   93,830   $   287,273   $  511,397

COST OF SALES                                               68,228       30,423        86,114      135,791
                                                       ------------  -----------  ------------  -----------

  Gross profit                                             112,088       63,407       201,159      375,606
                                                       ------------  -----------  ------------  -----------


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

  Salaries and benefits expense                             82,264       73,876       184,102      191,774
  Selling and promotion expense                              3,061       88,140         9,114       97,772
  Office and administrative                                 70,137      154,738       156,341      335,211
  Research and development expense                             516       23,982           912       38,046
                                                       ------------  -----------  ------------  -----------
Total selling, general and administrative expenses         155,977      340,736       350,468      662,803
                                                       ------------  -----------  ------------  -----------


LOSS FROM OPERATIONS                                       (43,889)    (277,329)     (149,309)    (287,197)
                                                       ------------  -----------  ------------  -----------


OTHER (INCOME) AND EXPENSES
  Gain on Disposal of Subsidiary                                                     (137,850)
  Gain on Settlement of Lawsuit                                                      (300,000)
  Interest expense and factoring charges                     8,367        5,662        12,518        6,591
  Other income                                             (58,352)        (733)      (90,722)     (27,969)
                                                       ------------  -----------  ------------  -----------

Total other (income)/expense                               (49,985)       4,929      (516,054)     (21,378)
                                                       ------------  -----------  ------------  -----------

Net Income/(Loss) Before Extraordinary Item                  6,095     (282,258)      366,745     (265,819)
                                                       ------------  -----------  ------------  -----------

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

Net Income(Loss)                                       $   804,243    ($282,258)  $ 1,164,893    ($265,819)
                                                       ============  ===========  ============  ===========


Earnings per share - Basic
  Before Extraordinary Item                                              ($0.05)  $      0.03       ($0.04)
  Extraordinary Item                                   $      0.08                $      0.08
                                                       ------------  -----------  ------------  -----------
         Total                                         $      0.08       ($0.05)  $      0.11       ($0.04)
                                                       ============  ===========  ============  ===========

Earnings per share - Diluted
  Before Extraordinary Item                                              ($0.05)  $      0.03       ($0.04)
  Extraordinary Item                                   $      0.08                $      0.08
                                                       ------------  -----------  ------------  -----------
         Total                                         $      0.08       ($0.05)  $      0.11       ($0.04)
                                                       ============  ===========  ============  ===========

Weighted average shares outstanding - Basic             10,215,623    5,613,539    10,194,550    5,613,539
                                                       ============  ===========  ============  ===========

Weighted average shares - Diluted                       10,215,623    5,613,539    10,208,290    5,613,539
                                                       ============  ===========  ============  ===========
* Less than $0.01
</TABLE>


    The accompanying notes are an integral part of these financial statements


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

                                  (Unaudited)

                                                                  SIX MONTHS ENDED
                                                                     OCTOBER 31,
                                                                  2001         2000
                                                              ------------  -----------
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income/(Loss)                                           $ 1,164,893    ($265,819)
  Adjustments to reconcile net income/(loss)
  to net cash provided by operating activities:
  Depreciation and amortization                                     2,623       71,910
  Extraordinary Item                                             (798,148)
  Noncash gain on disposal of subsidiary                         (137,850)
  Changes in assets and liabilities:
    Accounts receivable                                           (20,904)     (51,539)
    Inventories                                                    62,793     (200,253)
    Prepaid expenses and other current assets                      (2,962)     (13,890)
    Other assets                                                      150      (19,190)
    Accounts payable                                             (158,894)     177,884
    Contingent and disputed liabilities                          (261,929)
    Accrued liabilities and Customer Deposits                     131,651     (152,810)
                                                              ------------  -----------
        Net cash (used in) provided by operating activities       (18,577)    (453,707)
                                                              ------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                            (5,243)
                                                              ------------  -----------
        Net cash (used in) provided by investing activities             0       (5,243)
                                                              ------------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from Notes Payable                                      36,500      464,000
  Repayment on Notes Payable                                      (11,850)
  Payment of capital lease obligations                             (6,836)      (7,162)
                                                              ------------  -----------
        Net cash (used in) provided by financing activities        17,814      456,838
                                                              ------------  -----------


INCREASE (DECREASE) IN CASH AND EQUIVALENTS                          (763)      (2,112)

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

CASH AND EQUIVALENTS, END OF PERIOD                           $     1,338   $   12,639
                                                              ============  ===========

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


    The accompanying notes are an integral part of these financial statements


                                        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 six month period
ended October 31,2001 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, 2001.

II.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation - The consolidated financial statements include the accounts and
-------------
activities of Hot Products, Inc.com and its wholly owned subsidiaries, SC&T
Europe, Limited (United Kingdom), and 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.
-----------
Allowances are made for returned inventory to reflect estimated net realizable
value of those items.

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 returns
of product from customers and warranty costs. We receive royalty revenues on a
regular quarterly basis and recognize this revenue when received.

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

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.


                                        6
<PAGE>
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
                                    ----------               ------                    ---------
                                 2001        2000        2001       2000           2001         2000
                              ----------  ----------  ----------  ---------  ----------------  -------
<S>                           <C>         <C>         <C>         <C>        <C>               <C>
Net Income                    $1,164,893  ($282,258)
BASIC EARNINGS PER SHARE:
Income available to
Common Shareholders           $1,164,893  ($282,258)  10,194,550  5,613,539  $           0.11  ($0.04)

EFFECT OF DILUTED SECURITIES  N/A         N/A             13,740  N/A         Less than $0.01    N/A

DILUTED EARNINGS PER SHARE    $1,164,893  N/A         10,208,290  5,613,539  $           0.11  ($0.04)
</TABLE>

Common equivalent shares of 2,688,918 and 2,747,251 related to stock options and
warrants outstanding at October 31, 2001 and 2000 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 October 31, 2001, 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.
<TABLE>
<CAPTION>
Net Revenues
------------
                              2001        2000
<S>                        <C>         <C>
     Emergency-Survival    $  166,364  $   5,059
     Peripheral Products   $  120,909  $ 506,338
                           ----------  ----------
                           $  287,273  $ 511,397
                           ==========  ==========
Net Income/(Loss)
-----------------
     Emergency-Survival    $   83,809  $   3,272
     Peripheral Products   $  117,350  $ 134,003
     Other                 $  963,734  $(419,533)
                           ----------  ----------
                           $1,164,893  $(282,258)
                           ==========  ==========
</TABLE>

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

In  mid  1999  management  made  the critical decision to exit the retail PC and
Video  gaming  arenas  we  had  been involved in for the previous five years. To
better  reflect  our  new  marketing  and product direction, we also changed our
corporate  name  to  Hot Products Inc.com to emphasize new products we felt were
unique,  innovative  and  HOT. We believed that this new name would have greater
industry appeal and benefit our decision to enter the Internet E-Commerce arena.

We identified new marketing opportunities that promised higher growth potential,
greater  profit  capabilities which we also felt, carried less competitive risk.
We  developed  an  entire  new line of products and aligned ourselves with a new
emerging  technology  platform for DVD Players and Set-Top Box Converters (cable
TV)  called  NUON.  We  identified four major new product categories we felt had
significant  global  market  potential.  The  first  three  involved  the  Road
Emergency,  (inclusive  of  a  unique  12  Volt  DC  battery  charging  product)
Automotive  Survival and Outdoor Survival categories. We believed these products
had  strong  long-term  sales  potential, and were suited for the expansive U.S.
automotive  aftermarket  channels  that  generates  in excess of $150 billion in
annual  revenues.  We  still  believe  this  to  be  true.

The  fourth  area  focused  on  NUON,  a  dynamic  new  NUON technology platform
developed  by  VM  Labs Inc. We felt that it possessed a "home run" potential in
the  global  OEM  and retail markets. we created a marketing division to support
the dynamics of this new proprietary technology. NUON is designed to enhance the
entertainment  value for both DVD players and Set-Top Box Converters (cable TV).
The  DVD  player  and Set-Top Converter arena is fast becoming a market of equal
proportions  to  the  automotive  after-market.  HPIC believes over the next 3-5
years  the  NUON  technology will be found in over thirty five percent (DVD will
ultimately  replace  all  VHS players systems) of all DVD players sold, and over
60%  of  all  Set-Top  Converter  Boxes  shipped  worldwide,  and  we are on the
forefront  of  this  potential  global  explosion.  We  have  significant future
expectations  for  NUON, and continue to aggressively support the development of
numerous  NUON  peripheral  and  accessory  products.

Over  the  past  year we have continued to reduce operational costs and expenses
wherever  possible.  Operational improvements coupled with new products, a total
marketing  redirection  and improved gross margins have succeeded in our ability
to  report a respectable first and second quarter results. Results, that further
acknowledges  we  are on the right track and are gaining ground towards our sole
objective  of   reaching  profitability.  Management feels strongly that we will
continue  to  improve  our  performance.


                                        8
<PAGE>
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  have  designed  new  products for some major Fortune 500 companies. Our NUON
products  group  had  a  tougher  than expected year, as developer VM Labs Inc.,
restructured  its overall business plan, which resulted in reduced quantities of
NUON  DVD  players  entering  the  market.  As  Korean electronics giant,Samsung
Electronics  readies  itself for a Fall European launch of its NUON DVD players,
we  have  been  successful  in creating a European distribution alliance for our
NUON  products, which have already resulted in initial shipments being made into
Switzerland.  We are working on creating a similar distribution alliance for the
Canadian  market,  and  hope  to  reach  an agreement by years end. We do admit,
however,  that  these  changes  severely reduced our NUON revenue generation for
both the retail and OEM channels this year. We remain confident that we can pick
up  some  of these revenues during our 3rd and 4th quarters. Industry demand for
NUON  remains strong, and new product development has been maintained. Currently
we  represent  the  largest,  global  supplier  of NUON peripheral and accessory
products.

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. On November 8, 2001, we filed another 8K statement
with  the SEC informing them that the planned merger had been terminated, and it
is  our belief that 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."  In  hindsight,  this  refocus  during  this two month period has had a
detrimental  impact  on  our  sales  for  the  quarter,  and  in  lost  time and
opportunity. Time, that  would otherwise been spent on building our business. We
are  exploring every avenue available to us in an effort to receive compensation
for the work, effort, overall contributions made by us, to IGP, coupled with the
damages  we  believe  have  been  caused  by their decision to abruptly, and for
blatantly  false  reasons,  terminate  the  planned  merger.

OPERATING  RESULTS  FOR  THE  THREE  MONTHS  ENDED  OCTOBER  31,  2001 AND 2000.
NET  SALES  AND  ROYALTY  REVENUES

Net  sales and royalty revenues for the three months ended October 31, 2001 were
$180,316  compared to $93,830 for the three months ended October 31, 2000.  This
increase  is  due  to  increased  sales  of our Road Emergency and Power Product
lines.  Sales  for  the six months ended October 31, 2001 were $287,273 compared
to  $511,397 for the same period ended October 31, 2000. This decrease is due to
reduced  sales  of  NUON  related  products.  The decrease in sales for our NUON
related  product  is  a direct result of our initial sale to Samsung Electronics
for  our  NUON SNS 2000 controller in the first quarter of last year, and 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.  We remain firmly committed to the NUON platform, VM Labs,
and  Motorola.  We  are  expecting  improved  NUON  revenue  results through our
year-end.  OUR FAILED MERGER AGREEMENT ALSO IMPACTED THIS QUARTER'S PERFORMANCE.


                                        9
<PAGE>
GROSS  PROFIT

Our  gross  profit  for  the three months ended October 31, 2001 was $112,088 in
contrast  to  a  gross  profit of $63,407 for the three months ended October 31,
2000.  Our  gross  profit for the six months ended October 31, 2001 was $201,159
compared  to  $375,606  for the same period ended October 31, 2000. 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 that higher margins will be maintained over
the  life  of  any  product.

SALARIES  AND  BENEFIT  EXPENSES

Our payroll and benefits expense increased to $82,264 for the three months ended
October  31,  2001  compared  to  $73,876 for the three months ended October 31,
2000. Payroll and benefits expense was $184,102 for the six months ended October
31,  2001  compared to $191,774 for the same period ended October 31, 2000. This
decrease  in  salaries and related expenses for the six months ended October 31,
2001  can  be  attributed  to  lower  salaries 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. Our current employee base is made up of a
group  of  dedicated,  hard  working  individuals.

SELLING  AND  PROMOTION

Our  selling  and  promotion  expenses  decreased to $3,061 for the three months
ended  October 31, 2001 from $88,140 for the same period ended October 31, 2000.
Selling  and promotion expenses were $9,114 for the six months ended October 31,
2001  compared  to  $97,772  for  the  same  period ended October 31, 2000.  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. Other elements target the change in our business
model  and  improved cost controls.  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 October 31, 2001
were  $70,137  compared to $154,738 for the three months ended October 31, 2000.
Office  and  administrative  expenses  were  $156,341  for  the six months ended
October 31, 2001 compared to $335,211 for the six months ended October 31, 2000.
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

Expenses  related  to  research  and  development were $516 for the three months
ended  October  31,  2001  compared  to $23,982 for the three-month period ended
October  31,  2000.  Research  and  development


                                       10
<PAGE>
expenses were $912 for the six months ended October 31, 2001 compared to $38,046
for  the  same  period  ended  October  31,  2000.  The decrease is due entirely
because  we have already borne significant costs for the development of existing
and  future  products. Costs associated to the need to develop new products will
increase  in  the future as new products are refined or created.  Our management
has always made a commitment to research and development and will continue to do
so  as  deemed  necessary.

OTHER  INCOME/EXPENSE

Other  income  increased  to $49,985 for the three months ended October 31, 2001
from  other expense of  $4,929 for the same period ended October 31, 2000.  This
increase,  $54,914,  is  due  primarily  to  the  settlement  of  old  payable
liabilities.  Other  income  was  $516,054  for the six months ended October 31,
2001 compared to $21,378 for the six months ended October 31, 2000.  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 increased to $12,518 for the six months
ended  October 31, 2001 compared to $6,592 for the same period ended October 31,
2000.

EXTRAORDINARY  ITEM

Income  from the settlement of an old disputed liability from a foreign supplier
resulted in a gain of $798,148 for the three months and six months ended October
31,  2001.  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. We are negotiating final payment terms
for  this  amount.

NET  INCOME

Net  income for the three months ended October 31, 2001 was $804,243 compared to
a  net loss of $282,258 for the three months ended October 31, 2000.  Net income
was  $1,164,893 for the six months ended October 31, 2001 compared to a net loss
of  $265,819  for  the  same  period  ended  October  31, 2000.  Total operating
expenses  for  the three and six months ended October 31, 2001 were $155,977 and
$350,468  compared  to  $340,736 and $662,803 for the six and three months ended
October  31,  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our  working  capital  deficit  was  $643,937  at October 31, 2001 compared to a
deficit of $353,265 at October 31, 2000. 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  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.  The effects of our 1997
de-listing  by  the  NASDAQ  has  hampered our progress over the past few years,
however, we continue to focus on the bottom line and we believe that our year to
date earnings represent significant improvement. At present we utilize factoring
for  some  of  our  accounts  receivable,


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<PAGE>
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  plan  on  utilizing factoring arrangements to
finance  accounts  receivable  along  with  capital  from  operations to finance
inventory  acquisition  as sales increase from both the NUON and Road-Emergency,
Auto-Survival  and  Outdoor  Survival  divisions  combined  with other financing
opportunities  as  they  become  available  to  us.

BUSINESS OUTLOOK AND RISK FACTORS - HPIC OUTLOOK

We  are  seeing  positive  earnings results from our corporate efforts to reduce
costs  while  improving  performance.  We  are  optimistic  about future revenue
growth,  new  customer  orders  and  for  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, and will
continue  to  inform the market with ongoing press releases as new milestones or
alliances  are  created.

By  continuing  to  post  earnings improvements, we are excited about the future
outlook.  Despite  slower  than expected technology developments by VM Labs, the
NUON division is progressing in a positive direction. We continue to develop our
NUON OEM channel business and we expect new and additional orders to be received
over  the  next  90-120  day period.     We have five peripheral products in the
market,  with  further  models  planned  for  introduction  during  the next two
quarters.  WE  FEEL  A  SIGNIFICANT  IMPACT  TO  REVENUES NOT ACHIEVED, FOR THIS
QUARTER  IS  DUE  TO  THE  DAMAGE  CAUSED  BY  OUR  FAILED  MERGER  WITH  IGP.

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

RISK  FACTORS

Through  our  restructuring,  product  marketing  redirection,  coupled with our
numerous  OEM  strategic  alliances, we feel we are better protected against the
traditional  risks  and  competitive  factors.  We  openly admit risks do exist,
however, not to the same degree that we confronted during our days in the retail
PC  and  Video  gaming  arena.

With respect to our NUON division and our alliance with developer, VM Labs Inc.,
we  have  a  "strategic  license agreement" to develop and market products which
incorporate  a  "proprietary"  technology. Unlike the PC and Video gaming arena,
where  virtually every manufacturer, for a fee, can market PC, Sony, Nintendo or
Sega peripherals, only approved licensed partners of VM Labs, have access to the
NUON  ASIC  chip  technology.  The  NUON  ASIC  chip  technology  is required to
manufacture NUON DVD, Set-Top Converters and peripheral products, which offer us
significant protection from traditional rogue competitors.  VM Labs has recently
restructured  and  changed  management.  We feel this will be an asset to us and
will  benefit  our  current  NUON  customers.

VM  Labs  has  recently filed a reorganization plan under Chapter 11 of the U.S.
Bankruptcy  Code.  VM  Labs  has represented that it has reached agreements with
its significant creditors and does not believe the bankruptcy will significantly
affect  the  prospects  for  the  company  to  develop  its  NUON  business.


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<PAGE>
Conversely, the reorganized VM Labs may well allow for a more expedited roll out
of  the  product  and  allow  us  to develop this business segment more quickly.

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 provided by
us.  In  the  Automotive  and  Outdoor  Survival  retail arena's "Pre-Kitted and
Pre-Configured  "  products of the quality and diversity as offered by us 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.

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 October 15, 2001 we filed with the Securities and Exchange Commission on
     Form  8-K  which reported a preliminary merger agreement with International
     Global  Positioning,  Inc.

     On October 29, 2001 we filed with the Securities and Exchange Commission on
     Form  8-K  the  resolution  of  a  longstanding  liability  with  a foreign
     supplier.

     On November 8, 2001 we filed with the Securities and Exchange Commission on
     Form  8-K  the  termination of the planned merger with International Global
     Positioning,  Inc.


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<PAGE>
On  November  21,  2001  we filed with the Securities and Exchange Commission on
Form  8-k  the  resignation  of  Gregory Struthers, Executive Vice President 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/                        Chairman of the Board            December 17, 2001
-----------------------     and Chief Executive Officer
James Copland



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