UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                     For Quarterly Period Ended May 31, 2001

                          Commission File Number 0-9599

                                    HIA, INC.

             (Exact name of Registrant as specified in its charter)

        New York                                              16-1028783
        State or other jurisdiction of                     I.R.S. Employer
        incorporation or organization                    Identification Number

                               4275 Forest Street
                             Denver, Colorado 80216
               (Address of principal executive offices, zip code)

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

     ---------------------------------------------------------------------

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or 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___

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest  practicable  date:  10,194,075  shares of the
Registrant's $.01 par value common stock were outstanding at May 31, 2001.



<PAGE>
                                    HIA, INC.
                                      INDEX

Part I.  Financial Information

         Item 1.  Consolidated Financial Statements. . . . . . . . . . . . . 3

         Item 2.  Management's Discussion and Analysis or Financial Condition
                  and Results of Operations. . . . . . . . . . . . . . . . .11

         Item 3.  Qualitative and Quantitative Disclosure about Market
                  Risk . . . . . . . . . . . . . . . . . . . . . . . . . . .14


Part II.  Other Information

         Item 1.  Legal Proceedings . . . . . .  . . . . . . . . . . . . .  15

         Item 2.  Changes in Securities and Use of Proceeds. . .. . . . . . 15

         Item 3.  Defaults upon Senior Securities . . . . . . . . . . . . . 15

         Item 4.  Submission of Matters to a Vote of Security Holders . . . 15

         Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . 15

         Item 6.  Exhibits and Reports on Form 8-K . . . . .  . . . . . . . 15

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16



<PAGE>

                                     Part 1.

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets as of May 31, 2001
         and November 30, 2000. . .. . . . . . . . . . . . . . . . . . . .  4

         Consolidated Statements of Operations for the three and six months
         ended May 31, 2001 and 2000 . . . . . .. . . . . . . . . . . . . . 6

         Consolidated Statements of Cash Flows for the six months
         ended May 31, 2001 and 2000 . . . . . . . . . . . . . . . .  . . . 7

         Notes to Consolidated Financial Statements . . . . . . . . . . .   8
<PAGE>

Forward Looking Statements

Statements  made in this Form  10-Q 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,"
"estimated,"  "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.

<PAGE>




                                                        HIA, INC. AND SUBSIDIARY

                                                     CONSOLIDATED BALANCE SHEETS


(Information as of November 30, 2000 is based upon an audited balance sheet. All
other information is unaudited.)
<TABLE>
                                                                       May 31,                November 30,
                                                                         2001                    2000
                                                                         ----                    ----
ASSETS
<S>                                                                 <C>                       <C>
Current Assets:
  Accounts receivable, net of allowance for
       doubtful accounts of $111,000                                  $5,044,109                   $3,466,162
  Inventories                                                          6,228,676                    4,264,444
  Other current assets                                                   331,680                      223,612
                                                                      ----------                -------------
Total current assets                                                  11,604,465                    7,954,218
                                                                      ----------                -------------

Property and equipment, at cost:
  Leasehold improvements                                                 288,743                      285,593
  Equipment                                                            1,340,917                    1,307,959
                                                                       ---------                -------------
                                                                       1,629,660                    1,593,552
Less accumulated depreciation
     and amortization                                                  1,108,014                    1,008,955
                                                                       ---------                 ------------

Net property and equipment                                               521,646                      584,597

Other assets                                                             201,880                      211,020
Goodwill, net of amortization                                          1,227,265                    1,303,969
  of $306,816 and $230,112
Non-compete agreement, net of amortization
  of $30,000 and $22,500                                                 120,000                      127,500
                                                                     -----------                -------------

TOTAL ASSETS                                                         $13,675,256                  $10,181,304
                                                                     ===========                =============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE>

                                                        HIA, INC. AND SUBSIDIARY

                                         CONSOLIDATED BALANCE SHEETS (Continued)

(Information as of November 30, 2000 is based upon an audited balance sheet.
All other information is unaudited).

<TABLE>
                                                                           May 31,            November 30,
LIABILITIES                                                                 2001                  2000
                                                                            ----                  ----
<S>                                                                   <C>                     <C>
Current Liabilities:
  Note payable to bank                                                 $3,630,000               $2,381,500
  Current maturities of long-term obligations                             464,240                  464,240
  Accounts payable                                                      3,735,691                  795,583
  Checks written in excess of deposits                                    298,899                  124,055
  Accrued expenses and other current liabilities                          452,108                  431,719
                                                                      ------------             -------------

Total current liabilities                                               8,580,938                4,197,097
                                                                      ------------              -------------

Long-term Obligations:
  Notes payable, less current maturities                                1,319,957                1,464,198
  Capital lease obligations, less current maturities                      222,675                  307,804
                                                                      ------------              ------------
Total long-term obligations                                              1,542,632               1,772,002
                                                                      ------------              ------------

TOTAL LIABILITIES                                                       10,123,570               5,969,099
                                                                      ------------               -----------

COMMITMENTS

STOCKHOLDERS' EQUITY
Common stock of $.01 par value;
  authorized 20,000,000 shares: issued
  13,108,196; outstanding 10,194,075
  and 10,360,231                                                           131,079                 131,079
Additional paid-in capital                                               3,109,271               3,109,271
Retained earnings                                                          903,363               1,465,591
                                                                       ------------            ------------
                                                                         4,143,713               4,705,941
Less treasury stock: 2,914,121 and
  2,747,665 shares at cost                                                (592,027)               (493,736)
                                                                       -------------           ------------
Total stockholders' equity                                               3,551,686               4,212,205
                                                                       -------------           ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                   $13,675,256             $10,181,304
                                                                       ============           =============

</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.




                                                       HIA, INC. AND SUBSIDIARY

                                          CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
                                            Six Months Ended                     Three Months Ended
                                            ------------------                 --------------------
                                        May 31, 2001    May 31, 2000       May 31, 2001      May 31, 2000
<S>                                    <C>              <C>               <C>                <C>
Net sales                                 $13,057,606      $14,550,428           $9,284,891       $9,921,999
Cost of sales                               9,191,378       10,355,808            6,580,178        6,972,233
                                       --------------     ------------          -----------     -------------
Gross profit                                3,866,228        4,194,620            2,704,713        2,949,766

Selling, general
 & administrative
 expenses                                   4,270,135        3,889,058            2,127,511        2,133,192
                                       --------------     ------------          -----------         --------


Operating income(loss)                       (403,907)         305,562              577,202          816,574

Other income (expense):
  Interest income                              65,037           64,676               24,583           52,979
  Interest expense                           (220,159)        (199,756)            (118,638)        (120,944)
  Misc. income (expense)                       (3,199)          27,436              (11,818)             176
                                        --------------    ------------          ------------  ---------------
Total other expense                          (158,321)        (107,644)            (105,873)         (67,789)

Income (loss) before  income
   tax expense                               (562,228)         197,918              471,329          748,785
Income tax  expense                                --           86,000                   --           86,000
                                       --------------      -----------          -----------          -------

NET INCOME (LOSS)                           ($562,228)        $111,918             $471,329         $662,785
                                       ==============      ===========          ===========        ==========

Net income (loss) per share
  Basic                                      ($   .06)         $   .01              $   .05          $   .06
  Diluted                                    ($   .06)         $   .01              $   .05          $   .06

Weighted average common shares outstanding:
      Basic                                10,187,446       10,258,592           10,194,775       10,360,231
      Dilutive                             10,187,446       10,278,348           10,194,775       10,360,231
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.




                                                        HIA, INC. AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
                                                                                      For the Six Months
Ended
Increase (Decrease) In Cash                                                     May 31, 2001        May 31, 2000
                                                                               -------------        ------------
<S>                                                                       <C>                     <C>
OPERATING ACTIVITIES:
Net Income (loss)                                                                ($562,228)             $111,918
Adjustments to reconcile net income (loss)
   to net cash used  in operating activities:
      Depreciation and amortization                                                183,263               233,103
      Changes in current assets and
         current liabilities:
       Accounts receivable                                                      (1,577,947)           (2,351,813)
       Inventories                                                              (1,964,232)           (2,908,044)
       Other current assets                                                       (108,068)              (42,223)
       Accounts payable                                                          2,940,108             3,232,617
       Accrued expenses and other current liabilities                               20,389              (372,786)
                                                                              --------------          ------------
NET CASH USED IN
  OPERATING ACTIVITIES                                                          (1,068,715)           (2,097,228)
                                                                              --------------          ------------

INVESTING ACTIVITIES:
  Purchases of property and equipment                                              (36,108)              (51,722)
  Decrease (increase) in other assets                                                9,140               (12,233)
                                                                              ---------------         ------------
NET CASH USED IN
  INVESTING ACTIVITIES                                                             (26,968)              (63,955)
                                                                              ---------------         ------------

FINANCING ACTIVITIES:
  Proceeds from note payable to bank                                             5,492,000             3,615,000
  Payments on borrowings on note payable to bank                                (4,243,500)           (1,525,000)
  Repayments of long-term debt                                                    (144,241)             (140,851)
  Payments on capital lease obligations                                            (85,129)              (90,366)
  Increase in checks written in excess of deposits                                 174,844               169,773
  Purchase of treasury stock                                                      (248,291)                   --
  Sale of treasury stock                                                           150,000               111,510
                                                                              --------------             --------
  NET CASH PROVIDED BY
    FINANCING ACTIVITIES                                                         1,095,683             2,140,066
                                                                              --------------          -----------

NET DECREASE IN CASH                                                                   --                (21,117)

CASH, BEGINNING OF PERIOD                                                              --                 21,117
                                                                              ---------------         ------------

CASH, END OF PERIOD                                                           $        --            $        --
                                                                              ================      ==============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements


<PAGE>



                                                       HIA, INC. AND SUBSIDIARY

                                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.       Basis for Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with the  instructions  of Form 10-Q and do not  include all the
information and footnotes required by generally accepted  accounting  principles
for complete financial statement. In the opinion of management,  all adjustments
(consisting  of normal  recurring  adjustments)  considered  necessary  for fair
presentation have been included.  Operating results for the six months ended May
31, 2001 are not necessarily  indicative of the results that may be obtained for
the  year  ending  November  30,  2001.  These  statements  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Registration's  Form 10-KSB for the year ended November 30, 2000
filed with the Securities and Exchange Commission on February 16, 2001.

B.       Fulfillment Costs

Included in selling,  general and administrative expenses are fulfillment costs,
which consist of the cost of operating and staffing each branch  location.  Such
costs  include  those  attributable  to receiving,  inspecting  and  warehousing
inventories.  Fulfillment  costs amounted to approximately  $1,169,000 and
$1,036,000, for the six months ended May 31, 2001 and May 31, 2000.

C.       Net Income (Loss) Per Common Share

Statement of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share",
provides for the calculation of "Basic" and "Diluted"  earnings per share. Basic
earnings  (loss) per share  includes  no  dilution  and is  computed by dividing
income (loss) available to common stockholders by the weighted-average number of
shares  outstanding  during the period  (10,187,446  and  10,258,592 for the six
months ended May 31, 2001 and 2000).  Diluted  earnings (loss) per share reflect
the  potential  of  securities  that could share in the earnings of the Company,
similar to fully diluted earnings per share.

During the six months ended May 31, 2000,  19,756  shares of  outstanding  stock
options were  included  for purposes of  calculating  diluted  weighted  average
shares  outstanding.  Options  outstanding during the three months ended May 31,
2001 and 2000 and the six  months  ended May 31,  2001 were not  considered  for
purposes of  calculating  diluted  weighted  average  shares  outstanding as the
strike price of the options  exceeded the average  market price of the Company's
common stock during the respective periods.

D.       Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and all changes to
the  consolidated  statements of stockholders'  equity,  except for those due to
investments by  stockholders,  changes in paid in capital and  distributions  to
stockholders.  The Company had no  components  of  comprehensive  income  (loss)
except for net income (loss) for the three and six months ended May 31, 2001 and
2000.

<PAGE>
E.       Stockholders' Equity

Purchase of Treasury Stock

On October 31, 2000, the Company sent to all its stockholders a tender offer for
up to  3,000,000  shares of its common  stock for a  purchase  price of $.25 per
share. The offer expired on December 15, 2000 and on January 4, 2001, a total of
732,956  shares of common  stock were  tendered  for a total  purchase  price of
$183,239. A total of $56,677 was incurred for legal, accounting,  transfer agent
and other related costs, related to this tender offer.

During  January and  February  2001,  the Company  acquired  from  non-affiliate
stockholders 33,500 shares of its common stock at a price of $.25 per share.

Shareholders' Agreement

On May 23,  2001,  the  Company  and Carl J.  Bentley,  Alan C.  Bergold and Don
Champlin   (collectively,   the   "Shareholders")   entered   into  an   amended
Shareholders' Agreement. Upon the death of any Shareholder, the Shareholders and
the Company shall purchase, and the executor,  administrator,  surviving spouse,
or other legal  representative of the Deceased  Shareholder's  estate shall sell
the shares of common stock of the Company owned by the Deceased  shareholder  at
the time of his  death.  The  price  per  share of each  share of  common  stock
purchased upon the death of any  Shareholder  shall be the greater of nine times
the average net profit of the Company as defined in the Shareholders'  Agreement
for the prior fiscal year divided by the number of shares of common stock of the
Company  issued and  outstanding  as of the end of such fiscal year or $1.35 per
share. In order to fund the purchase of shares of common stock upon the death of
a Shareholder,  each Shareholder  purchased life insurance policies on the lives
of the other two Shareholders.  If the aggregate number of the Deceased's shares
of common stock is greater than the aggregate number of the Deceased's shares of
common stock that the surviving  Shareholders  shall purchase in accordance with
the Shareholders'  Agreement, the Company shall have the option to purchase, but
not the obligation,  from the deceased  Shareholder's  estate that number of the
deceased's  shares of common stock  remaining  after the purchase by each of the
surviving  Shareholders  for an amount equal to the purchase price multiplied by
the number of such  remaining  share of common stock.  The Company shall pay the
Deceased  Shareholder's  estate in a maximum of 120  monthly  installments  with
interest at 6% per year.

F.       Recent Accounting Pronouncements

Effective   December  1,  2000,  the  Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments
and Hedging Activities",  as amended by SFAS No. 137, "Accounting for Derivative
Instruments  and Hedging  Activities - - Deferral of the Effective  Date of FASB
No. 133", and SFAS No. 138,  "Accounting for Certain Derivative  Instruments and
Certain  Hedging  Activities",   which  establishes   accounting  and  reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts and for hedging activities. All derivatives, whether
designated in hedging  relationships  or not, are required to be recorded on the
balance  sheet at fair value.  If the  derivative  is designated as a fair value
hedge,  the changes in the fair value of the  derivative  and of the hedged item
attributable to the hedged risk are recognized in earnings. If the derivative is
designated as a cash flow hedge,  the effective  portions of changes in the fair
value of the derivative are recorded in other  comprehensive  income ("OCI") and
are recognized in the income  statement  when the hedged item affects  earnings.
Ineffective  portions  of  changes  in the fair  value of cash flow  hedges  are
recognized in earnings.

The adoption of SFAS No. 133 had no impact on the Company's Consolidated
Financial Statements.

In March 2000,  the FASB  issued  Emerging  Issues  Task Force  Issue No.  00-2,
"Accounting for Web Site  Development  Costs" ("EITF 00-2"),  which is effective
for all such costs incurred for fiscal  quarters  beginning after June 30, 2000.
This Issue establishes  accounting and reporting standards for costs incurred to
develop a web site based on the nature of each cost.  The  adoption of EITF 00-2
had no impact on the Company's  financial  condition or results of operations as
the Company has no web site development costs.

In March 2000,  the FASB  issued FASB  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving  Stock  Compensation"  ("FIN  44"),  which  was
effective July 1, 2000, except that certain  conclusions in this  Interpretation
which cover specific events that occur after either December 15, 1998 or January
12,  2000  are  recognized  on a  prospective  basis  from  July 1,  2000.  This
Interpretation  clarifies the  application  of APB Opinion 25 for certain issues
related to stock issued to employees.  The Company  believes its existing  stock
based  compensation  policies and procedures  are in compliance  with FIN 44 and
therefore,  the  adoption  of FIN 44 had no  material  impact  on the  Company's
financial condition, results of operations or cash flows.

In December  1999, the  Securities  and Exchange  Commission  (the "SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements" which provides  additional  guidance in applying  generally accepted
accounting principles to revenue recognition in financial statements. SAB 101 is
effective  as of the fourth  quarter of fiscal year ending  November  30,  2001.
Management  believes the adoption of this bulletin will have no material  impact
on the Company's consolidated financial statements.

G.       Supplemental Disclosure of Cash Flow Information

Cash payments for interest were $220,159 and $199,756 for the six months ended
May 31, 2001 and 2000. Cash payments for income taxes were $147,000 and $291,000
for the six months ended May 31, 2001 and 2000.




<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Liquidity and Capital Resources

The net cash used in operating  activities  decreased by $1,028,513  for the six
months ended May 31, 2001 as compared to the same period last year primarily due
to the decrease in accounts receivable of $773,866 and a decrease in inventories
of  $943,812  partially  offset  by the  additional  net loss of  $674,146.  The
decrease in accounts  receivables  were primarily due to lower sales volumes and
more efficient collection procedures. The decrease in inventories were primarily
due to lower sales volumes and reduced  shipments  from vendors on "early order"
programs  (manufacturer's  early shipment dating programs).  The increase in net
loss of $674,146 was  primarily as a result of the decrease in sales for the six
months  ended May 31, 2001 as  compared to the six months  ended May 31, 2000 of
$1,492,822 and an increase in selling,  general and  administrative  expenses of
$381,077.  For  explanations  regarding  the  increase in sales and  increase in
selling, general and administrative expenses refer to the discussion included in
the results of operations on page 13.

The net cash used in investing  activities  decreased by $36,987  primarily as a
result of the decrease in purchases of fixed assets for the six months ended May
31, 2001 as compared to the similar six months in the prior year.

The net decrease in cash provided by financing  activities of $1,044,383 was due
primarily as a result of the decrease in net  borrowings  from notes  payable of
$841,500  and the  purchase  of treasury  stock in the first  quarter of 2001 of
$248,291.   The  decrease  in  borrowings   of  notes  payable  were   primarily
attributable  to the  decreases  in  accounts  receivables  and  inventories  as
compared to May 31,  2000.  The  purchase of treasury  stock was a result of the
tender  offer  sent  to all its  shareholders  on  October  31,  2000  for up to
3,000,000 shares of its common stock for a purchase price of $.25 per share. The
offer  expired on December  15, 2000 and on January 4, 2001,  a total of 732,956
shares of common stock were tendered for a total purchase  price of $183,239.  A
total of  approximately  $57,000 was  incurred for legal,  accounting,  transfer
agent and other related costs, related to this tender offer. In addition, during
January and February 2001, the Company acquired from non-affiliate  stockholders
33,500 shares of its common stock at a price of $.25 per share.

The Company's  business is concentrated  from March to October.  Therefore,  the
Company's   accounts   receivable,   inventories   and   accounts   payable  are
significantly higher as of May 31, 2001 compared to November 30, 2000 due to the
seasonal nature of the Company's business.


The following is a summary of working capital and current ratio for the periods
presented:

                                May 31, 2001                   November 30, 2000
                                ------------                   -----------------
         Working Capital         $3,023,527                        $3,757,121
         Current Ratio            1.35 to 1                         1.90 to 1


<PAGE>


The Company's  working capital decreased by $733,594 during the six months ended
May 31,  2001 as compared to  November  30,  2000  primarily  as a result of the
$562,228  net loss.  Management  believes  that the present  working  capital is
adequate  to conduct  its  present  operations.  The  Company  does not have any
additional  purchase  commitments nor does it anticipate any additional material
capital  expenditures  for fiscal 2001. As of May 31, 2001,  the Company and its
subsidiary  have an  available  line-of-credit  of  $5,000,000,  an  increase of
$500,000 on the  line-of-credit  as of November  30,  2000.  As of May 31, 2001,
$1,370,000  is unused  under the line of credit.  The line of credit  expires on
December 31, 2002. The line-of-credit  agreement limits the payment of dividends
by CPS Distributors,  Inc. and its subsidiaries  ("CPS") to HIA, Inc. CPS is the
wholly-owned  subsidiary of HIA, Inc. The  line-of-credit  agreement also limits
the payment of any expenses of HIA, Inc. by CPS in excess of $50,000  during any
twelve-month period. This restriction does not have a significant impact on HIA,
Inc.'s ability to meet its cash needs as its cash needs are minimal. On June 12,
2001,  the Company  executed an amendment to the loan agreement with Wells Fargo
Bank  regarding  a change in the debt  covenants.  The bank  agreed to waive the
minimum  debt  service  covenant for the 1st and 2nd quarters of fiscal 2001 and
decrease  the  covenant  restriction's  for  the  remainder  of the  term of the
agreement.

The decrease in the current ratio as of May 31, 2001 as compared to November 30,
2000 is attributable to the increase in accounts  payable of $2,940,108 and bank
borrowings of $1,248,500 partially offset by the increase in accounts receivable
of $1,577,947 and the increase in inventories of $1,964,232.

Income Taxes

As of May 31,  2001,  the Company has  recorded a current net deferred tax asset
totaling  $137,349 and has recorded a noncurrent net deferred tax asset totaling
$67,728.  Based upon the  Company's  recent  history  of taxable  income and its
projections for future earnings, management believes that it is more likely than
not that sufficient taxable income will be generated in the near term to utilize
the net deferred tax assets.


<PAGE>


Results of Operations

Three Months Ended May 31, 2001 Compared to Three Months Ended May 31, 2000.

Net sales for the three months ended May 31, 2001 were down $637,108 as compared
to May 31, 2000 primarily due to the inclement weather during the spring of 2001
as compared to the relatively  drier and warmer spring weather  experienced over
the past few years. Contractors had to delay jobs until the ground defrosted and
there was a period of relatively  clear and dry weather  patterns to begin their
larger jobs.

Cost of Sales were down  $392,055  for the three  months  ended May 31,  2001 as
compared to the three months ended May 31, 2000.  This  decrease was relative to
the decrease in sales for the same period in the prior year.

Gross profit was 29.1% during the three months ended May 31, 2001 as compared to
29.7% during the three months ended May 31, 2000.

Selling, general and administrative expenses for the three months ended May 31,
2001 is comparable to the same period in the prior year.

Other  expenses  increased by $38,084 for the three months ended May 31, 2001 as
compared to the three  months ended May 31, 2000 due to the decrease in interest
income of $28,396 due to the more effective  collection  procedures for accounts
receivable resulting in reduced delinquencies.

Net  income  decreased  $191,456  for the three  months  ended  May 31,  2001 as
compared to the three months ended May 31, 2000 primarily due to the decrease in
gross  profit of $245,053  as a result of the overall  decrease in sales for the
same periods.

Six Months Ended May 31, 2001 Compared to Six Months Ended May 31, 2000.

Net sales for the six months ended May 31, 2001 were down  $1,492,822 due to the
inclement  weather during the spring of 2001 as compared to the relatively drier
and warmer spring weather  experienced over the past few years.  Contractors had
to delay jobs until the ground  defrosted  and there was a period of  relatively
clear and dry weather patterns to begin their larger jobs.

Cost of Sales  were down  $1,164,430  for the six months  ended May 31,  2001 as
compared to May 31,  2000.  This was  relative to the  decrease in sales for the
same period.

Gross  profit was 29.6%  during the six months ended May 31, 2001 as compared to
28.8%  during the six months  ended May 31, 2000  primarily  due to smaller more
profitable purchases by the Company's customers for 2001.

Selling,  general and  administrative  expenses increased by $381,077 during the
six months ended May 31, 2001 as compared to May 31, 2000  primarily  due to the
addition of the southeast (Englewood, CO) branch (July 2000) which had operating
expenses for the first six months of 2001 of $283,130.  In addition there was an
accrual of the  estimated  year end officers  bonuses of $134,484  which was not
accrued during the six month period ended May 31, 2000.

<PAGE>



Other  expenses  increased  by $50,677  primarily as a result of the increase of
interest  expense of $20,403 due  primarily  to the increase of the average loan
balance  by  $886,205  ($3,337,040  for 2001 and  $2,450,835  for  2000)  offset
partially by the decrease on interest  paid on  long-term  notes.  Miscellaneous
income  (expense)  decreased by $30,635 during the six months ended May 31, 2001
as compared to May 31, 2000.

Net income decreased  $674,146 for the six months ended May 31, 2001 as compared
to the six months  ended May 31,  2000  primarily  due to the  decrease in gross
profit of  $328,392  as a result of the  overall  decrease in sales for the same
periods  and an increase in  selling,  general  and  administrative  expenses of
$381,077.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The  Company is exposed to market risk  through  interest  rates  related to its
investment  of current  cash and cash  equivalents.  These  funds are  generally
highly liquid with  short-term  maturities,  and the related  market risk is not
considered material.  The Company's note payable to bank has a variable interest
rate. A 10% increase in short-term interest rates on the note payable to bank of
$3,630,000 would increase the Company's yearly interest expense by approximately
$25,000,  assuming  borrowed amounts remain  outstanding at current levels.  The
Company's  management  believes that  fluctuation  in interest rates in the near
term will not materially affect the Company's  consolidated  operating  results,
financial position or cash flow.

<PAGE>




                                     Part II


Item     1.       Legal Proceedings

                  NONE

Item     2.       Changes in Securities and Use of Proceeds

                  NONE

Item     3.       Defaults Upon Senior Securities

                  NONE

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

                  NONE

Item     5.       Other Information

                  NONE

Item    6.        Exhibits and Reports on Form 8-K

                  NONE




<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     HIA, INC.





Date:July 16, 2001                              /s/ Alan C. Bergold
                                                    Alan C. Bergold
                                                    Chief Financial Officer &
                                                    President